Legend of the Jedi X men: Attack of the Clones
by Serena Kenobi
Summary: Serena Naberrie is the cousin of Padme and a Jedi XMan. What happens when she journeys with her close friend, Obi Wan, to Kamino? Will Obi Wan break the code to be with her? And will Padme return Anakin's feelings? AU R
1. Prologue

Legend of the Jedi X-men: The Attack of the Clones

By the Author

Disclaimer: I do not own Star Wars (THAT'S NOT TRUE! THAT'S IMPOSSIBLE!) or the X-Men(NOOOO!). They belong to Lucas, 20th Century Fox, and Marvel, and Stan Lee, for invented the X-men, anyways. ONWARDS!

* * *

Prologue

_There was once a young mutant. The mutant was a Jedi Knight of the Galactic Republic, and her name was Serena Naberrie. Ten years after protecting her cousin, Padmé Amidala of Naboo, she returned to Coruscant and was reunited with Obi-Wan Kenobi and Anakin Skywalker, two of her old friends. But she would soon learn that Obi-Wan was more than a friend to her. But would he ever learn the same?_

_Serena was not the only mutant to be a Jedi. She had an entire region of mutants, known as the X-Men, standing beside her, with Professor Charles Xavier as the leader of them all. Under his orders, Serena and the other mutants stayed unknown to most of the galaxy, ready for the moment when the X-Men would be unleashed against the Sith. _

_After orders from the Jedi Council, Anakin would guard Padmé on Naboo, and Obi-Wan and Serena would journey to Kamino. Little did they realize how much the plot was going to thicken. _

_----_

_FLASHBACK_

That evening, everyone was enjoying the banquet in the Naboo palace, where there was dancing, feasting, and games. Serena had already danced many dances with lots of young men, and now she was exceedingly tired. She rested back in her chair and watched everyone enjoy themselves. When someone cleared his throat, she glanced up to see Obi-Wan smiling down at her. "Would you mind if I asked you to dance, Jedi Naberrie?" he said, exaggerating the word 'Jedi'.

She laughed and replied, "I do believe you're the last young man to ask me that, Jedi Kenobi."

His eyes twinkled. "It appears so," he said. He then held out a hand as the music started again. "Shall we?"

She smiled and took his hand, letting him lead her out onto the floor. After they danced, they both walked out to a quiet spot in the gardens. Serena sighed happily, and picked a petal off of a nearby flower.

"Your cousin might catch you ruining her gardens, Serena," Obi-Wan joked, his eyes twinkling merrily in the dark of the evening.

She made a face. "Well then I'd have to go run off and hide from her wrath," she replied, tossing the petal away.

Obi-Wan nodded, and she suddenly became serious. "Obi-Wan..." she started, turning back to him, "When do you think we'll see each other again?"

He sighed and rubbed his face. "Time will tell, my friend," he replied sadly, "I will be training Anakin, and you will be exploring the galaxy. Force knows where we'll be." He looked at her. "But I won't forget about you, if that's what you're worried about," he promised, gazing at her intensely.

She smiled a little. "Yeah, I was," she said. "Thanks, Ben. You're a good friend."

He looked at her and said nothing, but slowly came closer to her and took her hands in his larger ones. He looked down at them, and then back up to her face. "Do you remember what Qui-Gon said, before he died?" he questioned softly.

She nodded. "Yes," she replied softly, "He said that the Force willed us to be together."

He gazed at her. "Do you believe that, Serena?" he said quietly, his face close to hers.

_END FLASHBACK_

_Serena and Obi-Wan's relationship would grow. But would the Council allow it? And would Obi-Wan be willing to break the Code to be with her?_

_Anakin and Padmé also had a relationship, but Anakin was willing to break the Code to be with his love. Padmé, on the other hand, wasn't sure of how she felt, and did not want Anakin to give his future up for her. But deep in her heart, she knew that she loved him, too. _

_FLASHBACK_

"It's a pleasure to see you again, M'Lady," Obi-Wan said, taking his hand in hers and shaking it.

"It has been far too long Master Kenobi," Padme replied, smiling at her old friend. "I'm so glad our paths have crossed again..." Her thoughts went to Serena at that moment.

"As I am as well," he replied.

Padme stared at Anakin. "Annie? My goodness, you've grown," she said, surprised and startled. They looked at each other for a long moment.

"So have you... grown more beautiful, I mean..." he said, trying to think of what to say, "well for a Senator, I mean."

Obi-Wan looked disapprovingly at his apprentice, but Padme laughed and shook her head. "It is wonderful to see you again, Anakin. I'm glad you're back."

Anakin blushed at this, and he looked down.

_END FLASHBACK_

_Obi-Wan soon realized that since Serena did not follow the same code as he, being a mutant, she had many suitors wishing for her hand. One of these, he guessed, was Supreme Chancellor Palpatine, who had noticed her when she had arrived. Obi-Wan didn't know why, but he felt jealous. Serena would have nothing to do with Palpatine, though, and wished that Obi-Wan would feel the same way as she. _

_Now, Obi-Wan and Serena are flying to Kamino to try and find the Bounty Hunter, and Anakin and Padmé are going to Naboo. The story begins here._

_Serena's powers are: Being able to copy any mutant's powers, and has the same adamantium body and claws as Lady Deathstrike. She can also create forcefields and become invisible, and use the magnetic field around her to control metal. Her codename is Invisible Girl._

_So the Journey begins... In a Galaxy Far, Far Away... _


	2. The Naberrie's house & Kamino

Here's chapter two!

Black's Phoenix: Yep, here we go... hope you like the story! By the way, I have two more chapters on my Elena story, if you didn't know. Hope you like those, too!

* * *

Meanwhile, as Anakin and Padme made their way to the Naboo palace, the Professor, Lady Deathstrike, Storm, Rouge, and Bobby traveled back to Dantooine, after being on Coruscant for a while. Once in the school docking bay, Yuriko saw Logan, Scott, and Jean waiting for them. Logan was looking his normal handsome self, tall, strongly built, dark brown hair, long sideburns, and piercing green eyes. Scott was about as tall, with lighter brown hair, and his glasses. Next to him was a young woman with short, reddish brown hair, beautiful eyes, and a nice figure. That was Jean Grey, and she was married to Scott.

Yuriko darted out of the ship and ran right over to Logan, her beloved husband, and hugged him. "I missed you so much, Logan!" she said.

He pulled away to get a good look at her. "Just couldn't stand being away from a hot guy like me that long, huh?" he grinned, green eyes flashing.

She slapped him on the arm. "Actually, Logan, I'm in love with Kurt," she retorted, crossing her arms and trying to look serious.

"What?"

She grinned. "Just kidding, Wolv, I really _couldn't_ stand being away too long from you." She kissed him lightly.

He chuckled and pulled her close again. "I had a hard time with it too, baby," he replied. "I'm glad you're back."

"Me too."

Jean and Scott walked over to the others, who came down the ship's ramp. "Professor, Storm, guys, it's good to have you back," Jean spoke up kindly.

"It is good to see you too, Jean," Xavier replied, smiling. "We have much to talk about. Come, let us go into my study." He wheeled towards the door, with Scott and Jean following him.

Bobby and Rouge went off to find John and Kitty, while Storm was looking around for Kurt. Suddenly he appeared in front of her, startling her immensely. "Kurt!" she gasped, and hugged him, "You scared me!"

Kurt was embarrassed. "Sorry about that, Ororo," he apologized meekly, "I didn't mean to scare you, I just wanted to surprise you."

She smiled. "Hey, I know you didn't," she replied, "Now come on, I want to hear everything that's been going on with you for the past few weeks." Together they followed everyone inside the building. Even though Kurt's yellow eyes and blue skin looked frightening, he was kind, funny, and loved children, which explained why he had two of his own.

* * *

Anakin and Padme made their way into the Naboo throne room, where they saw Queen Jamillia seated on the throne, flanked by Sio Bibble and a couple of advisors. Four handmaidens stood close by, with guards at the doors.

"We've been worried about you," Queen Jamillia said, taking Padme's hand, "I'm so glad you're safe, Padmé."

Padme nodded. "Thank you, Your Highness. I only wish I could have served you better by staying on Coruscant for the vote."

"Given the circumstances, Senator, you know it was the only decision Her Highness could have made," Sio said coldly.

Padme gave him a withering glance, and he shrunk back into his spindly little seat, feeling the defeat down to his shriveled bones.

"How many systems have joined Count Dooku and the separatists?" Jamillia casually inquired.

Padme groaned. "Thousands," she replied, staring back at her, "And more are leaving the Republic every day. If the Senate votes to create an army, I'm sure it's going to push us into a civil war."

"It's unthinkable!" Sio suddenly shouted, slamming his rather small fist into his chair arm. Everyone stared at him. "There hasn't been a full scale war since the formation of the Republic!"

Jamillia ignored him. "Do you see any way, through negotiations, to bring the separatists back into the Republic?" she questioned, glancing at Padme.

Padme shrugged. "Not if they feel threatened. The separatists don't have an army, but if they are provoked, they will move to defend themselves. I'm sure of that. And with no time or money to build an army, my guess is they will turn to the Commerce Guilds or the Trade Federation for help."

"The armies of commerce! Why has nothing been done in the Senate to restrain them?" Jamillia asked worriedly.

Padme sighed. "I'm afraid that, despite the Chancellor's best efforts, there are still many bureaucrats, judges, and even Senators on the payrolls of the Guilds," she responded.

"It's outrageous that, after all of those hearings, and four trials in the Supreme Court, Nute Gunray is still the Viceroy of the Trade Federation," Sio spoke up, "I fear the Senate is powerless to resolve this crisis. Do those money mongers control everything?"

Jamillia looked at him. "Remember, Counselor, the courts were able to reduce the Federation's armies," she reminded him, "That's a move in the right direction."

"There are rumors, Your Highness, that the Trade Federation Army was not reduced as they were ordered," Padme disagreed.

Jamillia looked at her, and then got up. "We must keep our faith in the Republic," she stated, "The day we stop believing democracy can work is the day we lose it."

"Let's pray that day never comes," Padme put in, walking beside her.

The queen nodded, thinking. "In the meantime, we must consider your own safety," she added, and looked back at Anakin, who had ignored the entire session.

"What is your suggestion, Master Jedi?" Sio questioned him, folding his arms.

Anakin was startled for a second. "Oh..." he said, reddening, "I'm not a Master yet, Counselor, I'm still a Padawan learner."

"But that's nearly a Jedi master," Padme helpfully put in. He smiled at her and shook his head. She smiled back and turned to the queen. "I was thinking I would stay in the Lake Country. There are some places up there that are very isolated."

Sio Bibble and the queen exchanged a look. Something was going on between Anakin and Padme. "Perfect," the queen said, "It's settled then. Padmé, I had an audience with your father yesterday. I told him what was happening. He hopes you will visit your mother before you leave... your family's very worried about you."

Padme nodded. "Thank you, your Highness," she said, but looked worried. They all exited down the main staircase.

Anakin, Padme, and Artoo turned onto a side street. Anakin was back in his Jedi robes, which he found a lot more comfortable then the refugee's clothes. Padme wore a beautiful simple dress. She stopped, beaming. "There's my house!" she said, and looked at Anakin. She started forward; Anakin hung back. "What?" Padme asked. "Don't say you're shy!"

"No, but I..." Anakin began untruthfully.

Suddenly, there were shouts from two little girls, Ryoo and Pooja. They came running toward Padme.

"Ryoo! Pooja!" she exclaimed happily. She scooped up the two little girls and hugged them. "Go wake up Artoo," she said, and set them down.

"Artoo!" the little girls shouted. As they saw the droid, they hugged him. Artoo whistled and beeped, and the two grown-ups laughed. After watching the girls for a minute, Anakin and Padme went on toward the house, while the girls stayed and played with Artoo.

Sola, Padme's beautiful older sister, came in from the kitchen carrying a big bowl of food. Sola was like the big sister Serena never had, and the two cousins were very close. "They're eating over at Jev Narran's later, Mom," she called over her shoulder, "They just had a snack. They'll be fine." She put the bowl down on the table, where Anakin, Padme,  
and Ruwee Naberrie, Padme's father, were coming into the room.

"Padmé!" Sola cried, hugging her little sister. "You're late. Mom was worried."

Padme shrugged. "We walked," she explained, and turned to Anakin. "Anakin, this is my sister, Sola."

"Hello, Anakin," Sola said brightly.

Anakin nodded. "Hello," he replied shyly.

Sola sat, as Jobal Naberrie, Padme's mother, came in with a heaped bowl of steaming food. "...and this is my mother." Padme said to Anakin.

"You're just in time for dinner," Jobal said, "I hope you're hungry, Anakin."

Anakin looked at the delicious food, mouth watering. "A little," he lied.

Padme grinned. "He's being polite, Mom," she spoke up, "We're starving."

Ruwee smiled and sat down in the chair at the end of the large table. "You came to the right place at the right time," he said cheerily, as everyone else sat and started passing food.

Jobal turned to Padme. "Honey, it's so good to see you safe. We were so worried."

Her youngest daughter gave Jobal a dirty look, and Ruwee smiled as he watched. "Dear..." he began.

Jobal put up her hand in defense. "I know, I know... but I had to say it," she interrupted. "Now it's done."

Ruwee rolled his eyes at Anakin, who grinned and put some more food into his mouth. He was liking Padme's family quite a bit.

Sola glanced at her sister. "Well, this is exciting!" she exclaimed. "Do you know, Anakin, you're the first boyfriend my sister's ever brought home?"

Anakin stopped chewing and swallowed, blushing up to the roots of his hair. Padme rolled her eyes. "Sola!" she said, "He isn't my boyfriend! He's a Jedi assigned by the Senate to protect me."

"A bodyguard!" Jobal said worriedly. "Oh, Padme! They didn't tell us it was that serious!"

Padme shook her head. "It's not, Mom, I promise. Anyway, Anakin's a friend. I've known him for years. Remember that little boy who was with the Jedi during the blockade crisis?" They nodded. "He grew up."

Jobal sighed. "Honey, when are you going to settle down? Haven't you had enough of that life? I certainly have!"

"Mom, I'm not in any danger," Padme retorted.

Ruwee glanced at Anakin. "Is she?" he inquired seriously.

Anakin looked down and nodded. "...Yes ...I'm afraid she is."

"But not much," Padme added quickly. Anakin gave her a sideways look.

Sola thought for a minute. "Padme, have you heard anything from Serena lately? We haven't seen her in ages!"

Padme smiled. "Yes, actually she was in Coruscant for the past few weeks, and we saw each other frequently."

"And how is our girl?" Ruwee asked fondly.

Padme grinned at him. "She's doing great, dad," she replied, "She's brave, talented, beautiful, a Jedi Knight, and well known by the Senate."

"But not taller," Anakin added, grinning mischievously, smug about his height. Padme glared at him, while the others laughed.

Later that afternoon, as they were getting ready to leave, Anakin watched as Padme threw some things into a bag. "Don't worry, this won't take long," she reassured him.

Anakin shrugged. "I just want to get there before dark," he said.

Padme went on packing, and he looked around the room. "You still live at home," he observed.

"I move around so much, I've never had a place of my own," she said. "Official residences have no warmth. I feel good here. I feel at home."

Anakin sighed. "I never had a real home," he admitted. "Home was always where my Mom was." He picked up a framed hologram. "Is this you?" he asked. The hologram showed Padme at age seven or eight surrounded by forty or fifty little green creatures. She was holding one in her arms, and they were all smiling hugely.

"That was when I went with the relief group to Shadda-Bi-Boran," Padme exclaimed. "Their sun was imploding, and the planet was dying. I was helping to relocate the children. See that little one I'm holding? His name was N'a-kee-tula, which means sweetheart. He was so full of life. All those kids were. They were never able to adapt... to live off their native planet." She looked at it sadly.

Anakin, not wanting to make her sad, picked up another hologram. It showed Padme at age ten or eleven. She was wearing official robes and standing between two robed legislators, her expression severe.

"My first day as an Apprentice Legislator," she continued. "Notice the difference?" She pulled a face, and Anakin grinned.

The view was just like the star map hologram, plus, the storm-shrouded planet of Kamino was exactly where it ought to be. Obi-Wan's Starship disengaged from the hyperspace transport ring and headed down toward the planet.

* * *

Obi-Wan and Serena gazed at the planet with satisfaction. "There it is," Obi-Wan spoke up, "right where it should be. Our missing planet, Kamino."

"Those files _were_ altered," Serena said smugly. "Jocasta was _wrong_. Mwa ha ha ha."

Obi-Wan looked at her strangely, and she shrugged nonchalantly.

Heavy rains and hard-driving winds lashed the platform as Obi-Wan's Starship approached. The huge, ultra-modern city of Tipoca rested on great stilts that kept it above the pounding and ever-present waves that covered the surface of the watery world.

The Starship landed, and the two Jedi got out and made their way through the howling wind toward a tower on the far side of the platform. A door slid open as they entered, and a shaft of brilliant light pierced the swirling rain. The Jedi passed through it and went inside. Obi-Wan pushed the soaking hood from his face, and Serena grinned as she shook her sopping hair.

"Master Jedi, so good to see you," a calm female voice suddenly said.

Obi-Wan wiped the rain from his face and blinked in surprise at a tall, pasty-white alien named Taun We. She had large, almond shaped eyes and a long neck. Serena looked suspiciously at her.

"The Prime Minister expects you," the alien continued.

Obi-Wan looked at her warily. "I'm expected?" he said, and glanced at Serena, who shrugged her shoulders helplessly.

Taun We nodded. "Of course! He is anxious to meet you. After all these years, we were beginning to think you weren't coming. Now please, this way!"

Obi-Wan masked his surprise as they moved away along the corridor. _How come they're expecting us?_ he said to Serena, who showed no emotion.

_I guess you'll have to hide your curiosity and wait a minute, won't you?_ She replied dryly.

The door slid open. Obi-Wan, Serena, and Taun We entered and crossed to where Lama Su rose, smiling, from his chair, which, like all the furniture on Kamino, seemed made out of pure light.

"May I present Lama Su, Prime Minister of Kamino..." Taun We spoke up, "and this is Master Jedi..."

"Obi-Wan Kenobi," he put in, bowing.

Lama Su nodded, and looked at Serena. "And his wife, Master Jedi..." Taun We waited for Serena to speak.

Serena was embarrassed. "Oh," she began hurriedly, "I'm not–"

"This is my wife, Serena Kenobi," Obi-Wan put in, interrupting her. She looked shocked and glared at him. _What in the world are you doing, Obi-Wan Kenobi?_ She demanded, crossing her arms.

_Just play along,_ he replied.

Lama Su indicated a chair, but Obi-Wan remained standing. Taun We hovered over Serena, who looked up at her. The room was bathed in brilliant white light, and the whole place was ultra high-tech.

"I trust you are going to enjoy your stay," Lama said, "We are most happy you have arrived at the best part of the season."

Serena looked at him as if he was nuts. _Best part of the season? What in the heck are they talking about? Since when is dark, cold, and rainy the best part of the season? _ She heard Obi-Wan chuckle mentally.

"You make me feel most welcome," Obi-Wan said, trying not to smile.

_Hardy har har..._ Serena said sarcastically.

_Serena..._

_Shutting up now. _

_Not the words I was going to use, but thank you. _

"Please..." Lama gestured to the chair. "And now to business." He said. "You will be delighted to hear we are on schedule. Two hundred thousand units are ready, with another million well on the way."

Obi-Wan was confused, and glanced at Serena. "That's... good news," he said, improvising.

"Please tell your Master Sifo-Dyas that we have every confidence his order will be met on time and in full," Lama continued. "He is well, I hope."

"I'm sorry," Obi-Wan apologized, "It's Master - ?"

Lama frowned. "Jedi Master Sifo-Dyas is still a leading member of the Jedi Council, is he not?" he said.

Serena glanced at Obi-Wan worriedly.

OK, now's that lovely part where I get some wonderful reviews. Thank you!  



	3. The Field and Tension

Ok, here's the next chapter! If you read this, please review and tell me what you thin. I live on reviews!

Also, if anyone likes Vader fanfics, please read I Am Me, a fanfic about Vader and his three children. It's a good story, I encourage you to check it out. If you read that, then please review!

Finally, also starring in "Stupid and Stupider: Revenge of the Idiots" Mi-Adi-Looni! Includes a free bottle of Corellian Ale!

* * *

Chapter 2 

"Master Sifo-Dyas was killed almost ten years ago," Obi-Wan explained.

Lama looked down. "Oh, I'm so sorry to hear that. But I'm sure he would have been proud of the army we've built for him."

Serena was shocked, as was Obi-Wan. "The army?" he repeated.

Lama nodded. "Yes, a clone army. And, I must say, one of the finest we've ever created."

"Tell me, Prime Minister, when my Master first contacted you about the army, did he say who it was for?" Obi-Wan asked.

Lama nodded in assent. "Of course he did. This army is for the Republic." Serena stared at him. "But you must be anxious to inspect the units for yourself," he continued.

Obi-Wan glanced at Serena again. "That's why I'm here," he said, playing along with the situation. The two Jedi and Lama Su rose and walked toward the door.

* * *

A water speeder docked at the island landing platform. Anakin and Padme disembarked the water speeder at the base of a lodge rising on the beautiful island in the middle of the lake. Anakin and Padme walked up the terrace overlooking a lovely garden, and stopped at the balustrade. Padme looked out across the garden to the shimmering lake and the mountains rising beyond, while Anakin looked at her.

"When I was in Level Three, we used to come here for school retreat," Padme said. "See that island? We used to swim there every day. I love the water."

"I do too," Anakin agreed. "I guess it comes from growing up on a desert planet."

Padme suddenly became aware that Anakin was looking at her. "...We used to lie on the sand and let the sun dry us... and try to guess the names of the birds singing," she continued.

"I don't like sand," Anakin put in. "It's coarse and rough and irritating, and it gets everywhere. Not like here. Here everything's soft... and smooth..." He touched her arm. Padme had become receptive to the way he looked at her but was nervous.

"There was a very old man who lived on the island," she said shakily. "He used to make glass out of sand - and vases and necklaces out of the glass. They were magical."

Anakin looked into her eyes. "Everything here is magical," he stated softly.

"You could look into the glass and see the water," Padme continued. "The way it ripples and moves. It looked so real... but it wasn't."

"Sometimes, when you believe something to be real, it becomes real," Anakin replied, and they looked into each other's eyes.

"I used to think if you looked too deeply into glass, you would lose yourself," Padme finished.

Anakin looked deeply at her. "I think it's true..." He leaned down and kissed her, and she didn't resist. She finally came to her senses and pulled away. "No, I shouldn't have done that," she said, looking down.

Anakin was ashamed. "I'm sorry. When I'm around you, my mind is no longer my own," he replied, looking at her.

"No!" she exclaimed, and he was surprised. She looked down again. "It's just that... I'm not ready yet... I don't know how I feel."

He smiled. "That's all right, Padme," he said gently, "I won't rush anything."

* * *

The tour of the clones went through a classroom filled with identical young boy clones.

"We take great pride in our combat education and training programs," Lama said, "This group was created about five years ago." They stopped to look at them.

"You mentioned growth acceleration..." Obi-Wan said.

Su nodded. "Oh yes, it's essential. Otherwise, a mature clone would take a lifetime to grow. Now, we can do it in half the time. Those items you saw on the parade ground were started ten years ago, when Sifo-Dyas first placed the order, and they're already mature."

He conducted Obi-Wan and Serena, who had her hand in the crook of Obi-Wan arm, through a large eating area. Taun We followed as they walked by hundreds of clones who looked exactly alike, all about twenty years old, dressed in black and red. They were seated at tables, eating.

"You'll find they are totally obedient, taking any order without question," Lama continued. "We modified their genetic structure to make them less independent than the original host."

"And who was the original host?" Serena inquired curiously.

"A bounty hunter called Jango Fett," Su replied. "We felt a Jedi would be the perfect choice, but Sifo-Dyas hand-picked Jango Fett himself."

Serena thought that suspicious. A Jedi picking a bounty hunter? That didn't make sense. But she kept silent.

"And where is this bounty hunter now?" Obi-Wan questioned.

"Oh, we keep him here," Lama said.

The tour continued through a long corridor filled with narrow, transparent tubes into which clones were climbing. Once in the tube, the clone went to sleep.

"Apart from his pay, which is considerable, Fett demanded only one thing - an unaltered clone for himself," Lama said. "Curious, isn't it?"

Obi-Wan nodded. "Unaltered?" he said.

"Pure genetic replication," Lama said, "No tampering with the structure to make it more docile... and no growth acceleration."

Obi-Wan was silent for a minute. "I would very much like to meet this Jango Fett," he said suddenly, and looked at Serena.

"I would be most happy to arrange it for you," Taun We spoke up.

The tour came out onto a balcony. Below was a huge parade ground. Thousands of clone troopers, faces covered by helmets, were marching and drilling in formations of several hundred.

Lama beamed. "Magnificent, aren't they?" he said proudly.

Obi-Wan nodded slowly, but Serena was disturbed greatly. Something about this wasn't right at all.

"Will you be staying overnight, Master Jedi?" Taun We questioned them.

The two Jedi glanced at each other. "Oh, yes, if that's all right with you," Obi-Wan assented.

"Of course," the Kaminoian replied, "We will have a bedroom ready for you at once. Tomorrow I will take you to see Jango Fett, after breakfast. You are welcome to tour the city if you like."

"Thank you," Serena said, bowing.

The four continued their walk through the clone facility.

* * *

Meanwhile, Padme and Anakin were in the middle of an idyllic hilly meadow, its lush grasses sprinkled with flowers. At a distance, a herd of shaaks grazed contentedly. Beyond was the shimmering expanse of the lake. Several other lakes stretched to the horizon, and the warm air was full of little floating puffballs. They sat on the grass, in a playful, coy mood, talking. Padme was picking flowers. "I don't know..." she smiled, looking down.

"Sure you do..." Anakin persisted, "you just don't want to tell me."

Padme looked at him. "Are you going to use one of your Jedi mind tricks on me?" she said teasingly.

Anakin snorted. "They only work on the weak-minded. You are anything BUT weak-minded."

Padme sighed. "All right... I was twelve. His name was Palo. We were both in the Legislative Youth Program. He was a few years older then I... very cute... dark curly hair...  
dreamy eyes."

Anakin was jealous. "All right, I get the picture..." he interrupted. "Whatever happened  
to him?"

Padme shrugged. "I went into public service. He went on to become an artist."

"Maybe he was the smart one."

Padme looked at him. "You really don't like politicians, do you?"

Anakin thought for a minute. "I like two or three, but I'm not really sure about one of them." He smiled. "I don't think the system works."

"How would you have it work?"

"We need a system where the politicians sit down and discuss the problem, agree what's in the best interests of all the people, and then do it."

"That is exactly what we do. The trouble is that people don't always agree. In fact, they hardly ever do," Padme replied.

"Then they should be made to."

"By whom? Who's going to make them?"

"I don't know. Someone."

"You?"

"Of course not me."

"But someone."

Anakin nodded. "Someone wise."

"That sounds an awful lot like a dictatorship to me," Padme responded.

A mischievous little grin creeped across his face. "Well, if it works..." he said. Padme stared at Anakin. He looked back at her, straight faced, but couldn't hold back a smile.

"You're making fun of me!" Padme accused him.

Anakin was sarcastic. "Oh no, I'd be much too frightened to tease a Senator," he joked.

"You're so bad!" Padme exclaimed. She picked up a piece of fruit and threw it at him, and he caught it. Padme threw two more pieces of fruit, and he caught them as well. "You're always so serious," he said.

Padme was incredulous. "I'm so serious!" she echoed.

Anakin then started to juggle the fruit. Padme laughed and threw more fruit at him. He managed to juggle them too until there were too many, and he lost control and ducked, letting food fall on his head. They both laughed.

* * *

After an interesting dinner, Obi-Wan and Serena were led to their bedroom by Taun We. "I hope you will find your room suitable," she said, walking into the room.

The two followed her, looking around them. "It looks... comfortable," Serena finally said. _It looks exactly like any other part of the city I've seen so far. White, white, and more white. _

"Thank you for all your hospitality," Obi-Wan said gratefully, nodding to Taun We.

"Of course, Master Jedi," She replied, and left the room. "If you need anything, just press the button next your bed."

Serena took off her cloak and sat on the bed with a sigh. "Finally, I can get off my feet," she said, slipping off her boots. She then lay down on the bed, which was very comfortable. "This is nice," she said thoughfully.

"I'll take the floor, then," Obi-Wan put in, and pulled off his shirt.

Serena stared at him. _Oh. My. Gosh. _

"Uh... Serena..." Obi-Wan began, raising an eyebrow. "Coruscant to Serena, do you roger?"

She shook her head and blushed, embarrassed. "What? Oh, sorry about that, guess I spaced out." She hopped onto her feet and looked down as she hurried past him into the bathroom.

He shrugged and took a pillow from the bed.

Serena finished brushing her teeth and slipped into a nightgown they had lent her. It was white (not a real shocker), and was quite clingy to her figure. It had spaghetti straps and only went down her to low thighs. She sighed again and walked out to find Obi-Wan making a bed for himself on the ground. "Oh, Ben, we can share a bed, I mean, it's not a big deal," she stated.

He turned around, and whatever he was about to say died on his lips.

"But... if you don't want to, then that's OK too," she continued, walking to the bed.

"Uh..." he shook himself out of his reverie. "Sorry about that. But I wouldn't want to impose on your space or anything."

"You wouldn't be," she insisted, "Come on, you need a good night's sleep, too. Just don't try anything funny and we're good to go."

He smiled a cheezy grin. "Very well, milady," he said, and hopped into the other side of the bed, Force grabbing his pillow. Serena turned off the lights and got into her side, pulling the covers over her. _This is going to be a looong night..._

Obi-Wan was thinking the same thing.

REVIEWS, REVIEWS! If you read the story, you review! That's my new rule! Well, not really...


	4. Meeting Jango Fett and His Son

Well, thank you for your reviews! Here's the next chapter!

Black's Phoenix: Yes, people have free will! I was just kiddin' around, wasn't really making up a rule. Anyways, since Jango Fett lived there, I thought maybe they would have some human sized clothes, in case any humans decided to take a vacation there. WHY they would want to vacation there is beyond me... Thanks for reviewing!

LaliathIell: Finally, someone who likes an X-men/Star Wars combination! Thank you for your review! Well, I certainly will try not to make Serena a Mary-Sue, that's partly why I rewrote it. Hope you like this chapter!

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Disclaimer: Don't own Star Wars or the X-men. But I did make up two of my own new X-men characters. SO SUE ME! 

Before we go any further, I just want to clear these things up:

Captain Treneka: He was one of the Naboo captains during the Trade Federation blockade. He was fired for making up a lie about Serena, since he hated mutants.

Darcin Kopala aka Summoner: Has the ability to call animals to him, send them away, and control them whenever he chooses. Also has the powers of a spider. (Just like Spider-man)

Arikara Hussan aka Blastergirl: Has the ability to generate blaster fire through her body and shoot it from her wrists.

All the other characters are pretty much the same, only Colossus is older and married to Mystique, who is good, Logan is married to Lady Deathstrike, and Jean is married to Scott.

* * *

Chapter 4 

Anakin ran in front of a shaak, yelling at it and waving his arms. Padme started laughing as the Jedi padawan ran in circles, chased by the now angry shaak. The shaak crossed in front of Padme, with Anakin, who was now riding it, facing the shaak's tail. Anakin attempted to stand on the galloping animal's back, but the shaak bucked, and Anakin lost his balance and fell off. At this Padme laughed even harder, but stopped when she saw Anakin lying still. Concerned, she jumped up and ran to where Anakin was face down in the grass. "Annie, Annie! Are you all right?" she said, turning him over.

He pulled a stupid face at her and laughed. She yelped in mock fury and took a swing at him, but he caught her arm. She struggled, and they rolled over in the grass, embracing, and looking into each other's eyes. Suddenly, they became aware of the contact between them. They let go of each other quickly and sat up, looking away.

Finally, Anakin stood up and held out his hand to her. She smiled and took it, and he pulled her up. By now they were easy together, not self-conscious any more. Padme scrambled up onto the shaak behind Anakin. She put her arms around his waist and leaned against his back. Anakin dug his heels in, and the shaak started forward; and they rode away.

* * *

Back in Kamino, rain lashed the city. Below, mighty waves pounded the stilts, breaking almost to the height of the platforms. A large avian carrying a rain-soaked rider flew above the water toward a floating city.

Taun We, Serena, and Obi-Wan stood in front of the door of Jango Fett's apartment. The Kaminoan waved her hand, and a muted bell rung. Serena looked around her, trying to feel if something was wrong or not. She felt very anxious and tense, and was breathing rather quickly. Obi-Wan sensed her concernedness and put an arm on hers.

As they waited, he noted the door lock entry mechanism. The door suddenly opened, and a ten-year-old boy, Boba Fett, looked at them. He was identical to the boys in the classroom, but looked meaner and harder. He glared at Obi-Wan, and especially Serena, who narrowed her eyes at him.

"Boba, is your father here?" Taun We asked kindly.

There was a brief pause as Boba continued to look at Serena. "Yep," he finally answered her.

"May we see him?" Taun asked.

Boba nodded curtly. "Sure," he replied. Another brief pause, and then the boy stepped aside, and Taun We, Serena, and Obi-Wan went through. The three of them entered the apartment, and Obi-Wan looked around the room. Serena instantly sensed something was very wrong. _Obi-Wan, something's not right here. I can feel it._

_Nothing seems right about this place, I agree. However, we should wait to see who this Jango person is._

_I already don't like the looks of the cloned son. Not a good sign. _

"Dad!" The boy said. "Taun We's here!"

Jango Fett came in from the bedroom. He wore a blue shirt and pants. He was a bit unshaven and mean looking, his face pitted with scars of old wounds. There were a couple of weird tattoos on his hands, which Serena observed immediately. He didn't see Serena and eyed Obi-Wan with suspicion.

Serena instantly felt that she knew the man, but she couldn't quite remember where she'd seen him before.

"Jango, welcome back," Taun said, "Was your trip productive?"

He nodded. "Fairly." He and Obi-Wan sized each other up, while Boba and Serena studied both of them. _How funny and egotistical men can be! _ she thought amusedly to herself.

"This is Jedi Master, Obi-Wan Kenobi," Taun continued. "He's come to check on our progress."

Jango looked at him. "That right?" he said. His eyes fixed Obi-Wan coldly, and the Jedi also thought he looked familiar.

"Your clones are very impressive," Obi-Wan said, "You must be very proud."

Jango shrugged. "I'm just a simple man, trying to make my way in the universe, Master Jedi," he replied.

"Aren't we all?" Obi-Wan said. He suddenly eyed the half-open bedroom door, through which a couple of pieces of body armor could be seen on the floor. Jango registered Obi-Wan's look and moved in front of him, blocking the view.

Serena grinned, for she already had seen the armor, and knew it undoubtedly was the assassin they were looking for. Boba glared at her, but looked worried. Jango had not yet seen Serena.

"Ever make your way as far into the interior as Coruscant?" Obi-Wan asked Jango.

Jango nodded. "Once or twice."

"Recently?" the Jedi master questioned firmly.

The Bounty Hunter eyed him carefully. "Possibly..." he said.

Obi-Wan nodded. "Then you must know Master Sifo-Dyas?" he said. He already had a feeling that the bounty hunter was quite suspicious, and wanted to ask Serena her opinion. But at the moment she was having a steady glaring contest with the boy.

Jango turned to his son. "Boba, close the door," he abruptly said in Huttese. Serena smiled smugly at Boba, who shifted uneasily as he walked past her to close the door. Serena got one last peek at the armor before she glanced back at Boba.

Jango smiled thinly at Obi-Wan. "Master who?"

"Sifo-Dyas," Obi-Wan repeated. "Is he not the Jedi who hired you for this job?" He stared at the bounty hunter.

Jango took a step closer to the Jedi. "Never heard of him," he replied curtly.

Obi-Wan raised his eyebrows in mock surprise. "Really."

"I was recruited by a man called Darth Tyranus on one of the moons of Bogden."

"No?" Obi-Wan said. "I thought..."

"Sifo-Dyas told us to expect him," Taun We interrupted. "And he showed up just when your Jedi Master said he would. We have kept the Jedi's involvement a secret until your arrival, just as your Master requested."

"Curious..." Obi-Wan smiled a bit.

Jango studied his face. "Do you like your army?" he finally asked, after they had looked at each other for a few minutes.

"I look forward to seeing them in action," Obi-Wan nodded.

Jango looked at him hard. "They'll do their job well," he said. "I'll guarantee that."

Obi-Wan knew the conversation was over. "Thank you for your time, Jango," he bowed.

"Always a pleasure to meet a Jedi," Jango replied.

As Obi-Wan began to walk towards Serena, Jango suddenly stared at her and paled. She looked at him and crossed her arms, not ready to leave.

Obi-Wan halted when he saw her action and became confused. Serena stood stock still, glaring at Jango, a small smug smile on her face. Obi-Wan turned to glance at Jango, and was startled by his appearance. The hardened bounty hunter had turned as white as the snow on Hoth and was staring at Serena, clearly in utter shock.

Serena looked at him. "And yet again, we meet..._ Jango,_" she said coldly. "After all these years... I never expected to find you here. And with a son, too." She glared at Boba, who looked surprised that she knew his father. "Personally, I thought you would be in the joined forces against mutants, but now you're a bounty hunter... how very interesting."

Jango said nothing, and Obi-Wan still didn't know how she knew him. "What are you doing here," the bounty hunter finally spoke, shakily.

She took a few steps forward, glaring at him. "On a mission. Someone nearly killed my cousin. And I have a strong feeling that it's you." She looked at him. "What was it? Not enough pay? Mad because you were thrown out of the army?"

He made no reply.

"Well it doesn't matter," she said. "Because sooner or later, I will find out. And if it IS you... well, let's just say our next encounter won't be so pleasant." She glared daggers at him. "Until our next meeting, Treneka." She whisked around and strode out of the room, followed by an angry Obi-Wan and a confused Taun We. The door slid closed behind them.

Jango Fett turned to his son, deep in thought.

"What is it, Dad?" Boba asked.

Jango looked at him. "Pack your things. We're leaving."

Outside, as Serena and Obi-Wan walked hurriedly though the halls, Obi-Wan glanced at Serena. "How did you know that it was Treneka?" he asked her.

She barely looked at him. "I knew," she said. "No mutant could forget that cruel face. I knew he was going to end up badly the day he left. And now he's after my cousin? Oh, no. He won't live another day if there's another attack on her. I'll guarantee _that_."

Well, that's that chapter. I ONCE AGAIN DOTH COMMANDE YE TO... never mind.  



	5. Love Unwanted & Being Invisible

Thank you for your reviews! Here is the next chapter!

Black's Phoenix: Don't worry, she'll calm down. Maybe... Thanks for reviewing!

Chiara Sholuk: You're quite welcome! I'm very happy that you like my story, and thank you for the compliment. Hope you like this chapter!

* * *

Disclaimer: See first chapter. 

Chapter 5

The setting sun touched the mountain peaks of Naboo, and the lake glowed in the rose-tinted light. Floating lamps gleamed softly like jewels at the lodge.

Nandi placed dessert in front of Padme, and Teckla did the same for Anakin. The dessert was some kind of fruit.

"And when I got to them, we went into... aggressive negotiations," Anakin said, and turned to Teckla. "Thank you."

" 'Aggressive negotiations,' what's that?" Padme questioned, confused.

Anakin grinned. "Uh, well, negotiations with a lightsaber."

Padme laughed. "Oh," she said, smiling. She picked up her fork and went to spear a piece, but it moved. She frowned and tries again - the fruit moved. She looked up at Anakin, but his eyes were on his plate. "You did that!" she accused.

Anakin looked up - wide-eyed innocence. "What?" he said.

Padme scowled at him and jabbed at the fruit – Anakin subtly moved his hand and it lifted up from the plate and hovered in front of her.

"That!" Padme said. "Now stop it!" But she ended up laughing, and Anakin joined her. She reached out for the fruit, but it looped. "Anakin!" she said, looking at him.

Anakin moved his fingers, and the fruit flew into his hand. "If Master Obi-Wan caught me doing this, he'd be very grumpy," he said, pleased. He cut the fruit into several pieces and sent one back to Padme. She snatched it out of the air, bit it and laughed.

Later that night, a fire blazed in the open hearth. Padme and Anakin were sitting in front of it, engrossed in a game of chess. She looked up as Anakin was thinking about his next move. Padme was killing him, and loving every minute of it. "What, Master Jedi, can't think of where to move?" she teased.

He grinned. "No, not at all, just spacing out," he replied.

She glanced at the fire and sighed, and he looked up. "What is it?" he questioned softly.

"... Anakin.." she began, "..How do you truthfully feel about me?"

He gazed at her. "From the moment I met you, all those years ago, a day hasn't gone by when I haven't thought of you. And now that I'm with you again, I'm in agony. The closer I get to you, the worse it gets. The thought of not being with you makes my stomach turn over - my mouth goes dry. I feel dizzy. I can't breathe. I'm haunted by the kiss that we so quickly shared. My heart is beating, hoping that kiss will not become a scar. You are in my very soul, tormenting me. What can I do? I will do anything you ask..."

There was silence. The logs flamed in the hearth. Padme met his eye, and then looked away.

"If you are suffering as much as I am, tell me," he said.

She couldn't look at him. "...I can't. We can't. It's just not possible."

He leaned in closer. "Anything's possible. Padmé, please listen..."

Padme finally looked up at him. "You listen," she interrupted. "We live in a real world. Come back to it. You're studying to become a Jedi Knight. I'm a Senator. If you follow your thoughts through to conclusion, they will take us to a place we cannot go... regardless of the way we feel about each other."

"Then you do feel something!" Anakin said brightly.

Padme sighed again. "Jedi aren't allowed to marry," she said. "You'd be expelled from the Order. I will not let you give up your future for me."

"You're asking me to be rational," Anakin replied hotly, "That is something I know I cannot do. Believe me, I wish I could wish my feelings away... but I can't."

Padme shook her head. "I am not going to give in to this," she said firmly. "I have more important things to do than fall in love." She felt horrible as she was saying it, but knew that there was no other way. There was silence as they stared at the fire.

Anakin was thinking. "It wouldn't have to be that way..." he began, "we could keep it a secret."

"Then we'd be living a lie - one we couldn't keep up even if we wanted to," Padme protested. "My sister saw it. So did my mother. I couldn't do that. Could you, Anakin? Could you live like that? There was silence for a moment.

Anakin looked at her sadly. "No. You're right. It would destroy us."

Padme looked down, and realized that she had never felt so alone in her life before.

* * *

Obi-Wan and Serena stood with Taun We just inside the open door. "Tell your Council the first battalions are ready," she said. "And remind them, if they need more troops, it will take more time to grow them."

Obi-Wan smiled. "We won't forget. And thank you," he said, bowing.

"Thank you," the Kaminoan replied kindly, and watched them leave.

The two Jedi came out from the tower into the driving rain, and the door closed behind them. Obi-Wan pulled his robe around him and stood braced against the gale, but Serena put up a force field around them, and he smiled at her. He then glanced back toward the closed door, confirming that Taun We had left.

"What do we do now?" Serena shouted over the howl of the wind.

"Speak to the Council," Obi-Wan replied, and made his way toward the ship. She followed him. Below, a huge wave crashed against the stilts. Spray flew high and whipped across the platform to where the Jedi were standing. They walked over to the Starfighter, looked to see if anyone was watching, and then addressed Arfour, a reddish colored droid. "Arfour," Obi-Wan said.

R4-P17, Obi-Wan's Astro-Droid, who was sitting in the Starfighter, switched on and beeped over the microphone.

"Arfour, relay this, 'scramble code five,' to Coruscant: care of 'the old folks home,'" Obi-Wan said, while Serena grinned at the coded messages.

_Tee hee hee hee... Yoda's old..._ she joked.

Obi-Wan glanced at her in pretended sternness. _Now, Serena, don't make fun of master Yoda..._

_But it's fun!_ she whined.

_But he's YOUR old master!_

She raised an eyebrow. _Point being...?_ He shook his head in defeat.

Arfour beeped and whistled, and the panels lit up inside the cockpit. A transmitter disc emerged from the side of the Starfighter and the message was transmitted.

Yoda sat with Mace Windu in the meditating chamber. Between the two Jedi, a hologram of Obi-Wan, showing Serena next to him, spoke. "I have successfully made contact with the Prime Minister of Kamino," he shouted, "They are using a bounty hunter named Jango Fett to create a clone army. I have a strong feeling that this bounty hunter is the assassin we're looking for."

"Do you think these cloners are involved in the plot to assassinate Senator Amidala?" Windu questioned.

Obi-Wan shook his head. "No, Master, there appears to be no motive," he replied loudly over the rain.

"Do not assume anything, Obi-Wan," Yoda commanded. "Clear, your mind must be if you are to discover the real villains behind the plot."

Obi-Wan nodded. "Yes, Master. They say a Master Sifo-Dyas placed the order for a clone army at the request of the Senate almost ten years ago." At this Yoda looked, shocked, at Windu. "I was under the impression he was killed before that," Obi-Wan continued. "Did the Council ever authorize the creation of a clone army?"

"No," Mace replied, "Whoever placed that order did not have the authorization of the Jedi Council."

"Into custody, take this Jango Fett," Yoda added. "Bring him here. Question him, we will."

Obi-Wan nodded again. "Yes, Master. I will report back when I have him," he answered.

Serena stepped forward. "Master, there's something you should know about Fett," she said, "He's an ex-captain of the Naboo army, and we knew each other well. He's an enemy, I know. He's always hated mutants, and now I believe he's after Padme because she dismissed him from his job."

Yoda was startled at this and frowned. "Then take him into custody, you must, Serena," he ordered.

"Very well, Master," she replied, and the hologram of the Jedi faded.

Yoda turned to Mace. "Blind we are, if creation of this clone army we could not see," he said angrily.

Mace sighed and put his head down. "I think it is time to inform the Senate that our ability to use the Force has diminished," he replied.

"Only the Dark Lords of the Sith know of our weakness," Yoda answered. "If informed the Senate is, multiply our adversaries will."

* * *

Anakin was on the balcony overlooking the gardens. After a moment, Padme came onto the balcony behind him, but saw he was meditating and turned to go.

"Don't go," Anakin spoke up softly, eyes closed.

"I don't want to disturb you," Padme replied quietly.

Anakin sighed. "Your presence is soothing," he answered, and there was a brief pause.

Padme thought for a minute, trying to decide whether to say it or not. She finally did. "You had a nightmare again last night," she spoke up, looking at him.

He paused. "Jedi don't have nightmares."

"I heard you," Padme persisted.

Anakin opened his eyes and turned to look at her. "I saw my mother," he finally said. "I saw her as clearly as I see you now. She is suffering, Padmé. They're killing her! She is in pain... I know I'm disobeying my mandate to protect you, Senator. I know I will be punished and possibly thrown out of the Jedi Order, but I have to go. I have to help her! I'm sorry, Padmé. I don't have a choice." He stared pleadingly at her.

Padme felt terrible for him. "I'll go with you," she offered. "That way you can continue to protect me, and you won't be disobeying your mandate."

Anakin raised an eyebrow. "What about Master Obi-wan?" he questioned.

Padme smiled and took his hand. "I guess we won't tell him, will we?" she replied mischievously.

* * *

Meanwhile, Serena and Obi-Wan entered cautiously from outside. Ahead, the corridor was deserted, so they moved down it. "So, what's the plan?" Serena whispered to him.

He glanced down another corridor. "We go to Jango's apartment, find him, and we capture him, trying to avoid any Kaminoans along the way."

She looked at him incredulously. "Well then why don't I just make us invisible?" she suggested, raising her eyebrows. He turned to her. "You can make me invisible?" he asked quietly.

She nodded. "Yeah. Now let's go, we're invisible now." She sauntered out into the middle of the hall, walking right towards a Kaminoan, who stared straight ahead.

Obi-Wan followed her cautiously, still anxious about the whole thing. They arrived at the door to the bounty hunter's apartment. Obi-Wan reached up and ran his fingers along the door, trying to locate the locks.

Serena sighed and suddenly grabbed his arm and phased them both through the door and onto the other side. Obi-Wan stared at her, and she grinned cheekily. He shook his head and said to her telepathically, _You will never cease to amaze me, my dear friend. _

_I know, sometimes I surprise myself now and then,_ she replied.

They walked in to find the room in complete disorder. The bedroom door was wide open - clear signs of hurried departure. All of the Fetts' personal belongings were gone.

"He's not here," Serena said, looking all around her.

"Well then let's find out if he's left yet," Obi-Wan replied grimly, going to an ultra-thin computer screen. He punched up an onscreen picture of Jango Fett and Boba Fett unhitching the lines securing their ship on the landing platform. Fett was wearing his armor and rocket pack. "We got him," Obi-Wan confirmed, and shut off the picture.

Well, that's that chapter! Hope you liked it! IT IS ONCE AGAIN TIME TO... aw forget it. But reviews are greatly appreciated! Hint hint.


	6. Fighting the Bounty Hunter & Watto

After much careful consideration, I have decided to revise this chapter in accordance with Black Phoenix's suggestions.

Thank you!

"We got him," Obi-Wan confirmed, and shut off the picture. He hurried out of the room, and Serena ran after him, making them both invisible again.

Jango Fett's ship, _Slave_ I, rested on the landing platform, where and Boba Fett were preparing to board. Obi-Wan and Serena, now visible, rushed through the tower door and ran toward the ship, for Serena had grown a little weary.

"Dad! Look!" Boba cried, pointing to the Jedi.

Jango turned to see Obi-Wan and Serena charging out of the tower toward him. "Boba, get on board!" he cried.

As he ran, Obi-Wan drew his lightsaber from his belt, and it flashed on. Serena drew her two lightsabers from her belt and ignited them both. Jango drew his gun and fired at the charging Jedi, who easily deflected the blast and swung at him. The bounty hunter rocketed up and over the Jedi, landing on the top of a nearby tower. He fired down at them, and the Jedi deflected the shots back, but Jango evaded them. Then he fired an explosive, trying to blow them up, and Serena nearly stopped it using a forcefield, but didn't put it up quickly enough. The two Jedi were sent flying to the ground.

In the cockpit of Jango's ship, Boba grabbed the controls of a laser gun, swung it to aim at the Jedi, and fired. The explosion of the ship's laser blasts sent Obi-Wan to the ground, and his lightsaber skidded across the wet surface of the landing platform. Serena stopped the blasts from hitting her by deflecting them with her lightsabers, and suddenly enveloped herself in flame and flew up next to the ship, trying to get Boba.

Meanwhile, Jango dropped from the tower landing in front of Obi-Wan. The Jedi Knight rose and charged toward Jango.

In the cockpit, Boba was frightened as Serena ignited her lightsabers and began carving a hole through the ship.

Obi-Wan and Jango grappled and fought, punching, kicking, grabbing hold, and throwing each other around. Obi-Wan grabbed Fett tightly, and the bounty hunter rocketed up into the air and kicked Obi-Wan loose. The Jedi crashed to the deck and slid toward the edge. He grappled desperately for a handhold on the slick surface, and reached out for his lightsaber, using the Force to bring it to him; but Jango fired a thin wire from his wristpack. It wrapped around Obi-Wan's wrists before he could retrieve the lightsaber, and Serena turned to see Jango rocket into the air, dragging Obi-Wan behind him along the platform surface. As Obi-Wan slid toward some columns he managed to maneuver himself into a roll avoiding a collision by leveraging the wire against the structure and pulling himself to his feet. He pulled with all his weight against the momentum of the wire, causing Jango to drop and crash into the ground. his rocketpack broke free from his back and exploded.

Still connected by the wire, Obi-Wan charged at Jango, kicking him over the platform edge.

"Oh, not good," he groaned, just before he was yanked off his feet by the wire. The hunter slid pulling Obi-Wan with him. Locked together, the two of them plummeted down toward the raging ocean. At the last moment, Fett saw the edge and dug his forearm claws into the surface. Obi-Wan slid past him as Jango finally ejected the wire free from his wrist. But the Jedi couldn't stop the speed of his slide and shot off the edge, falling...

Serena stopped trying to make a hole in the ship and made herself into flame again, screaming, "OBI-WAN!"

Obi-Wan used the Force and caused the wire to wrap around a pole, stopping his descent. He swung and dropped onto a small service platform just above the waves, and hauled himself to his feet. When Jango looked down, the Jedi has disappeared. Serena whooshed past him and zoomed down, suddenly spotting Obi-Wan. Jango used his forearm claws to climb back to the landing platform and ran toward his ship.

Back in the cockpit, Boba uneasily settled into the pilot's seat, punching buttons. The engines roared to life as he shuddered at the thought of Serena coming inside the ship. She was way too dangerous and powerful even for his dad.

Obi-Wan, followed by Serena, came running out onto the landing platform and spotted his lightsaber laying on the ground. This time, he retrieved it successfully and turned it on just as Jango's ship engines roared. Realizing the ship was about to take off, Serena took a small tracking device from her belt and threw in onto the hull of the ship.

Jango's ship lifted off from the platform and headed up into the lowering sky, disappearing. Lightning flashed, and rain lashed the tower and streamed across the surface of the platform where Obi-Wan and Serena stood, watching. She sighed. "I should have disabled his ship controls while I had the chance, but I need more practice," she said.

He looked at her. "That's all right," he said, putting a hand on her shoulder.

"I just wanted to make sure you were okay," she continued, not looking at him. He narrowed his eyes and smiled. "Were you worried about me, Serena?" he asked, looking her hard in the face.

Luckily for her, the rain kept him from seeing the deep blush in her cheeks. "NO!" she said quickly, "Of course not. You can take care of yourself." She walked past him and back inside the city, leaving him staring after her with a strange look on his face, just before he raced after her.

* * *

Meanwhile, the Naboo Starship headed toward the desert planet of Tatooine. It landed in a large parking lot of Spaceships on the outskirts of Mos Espa. Anakin and Padme rode a rickshaw through the streets, and Anakin stared at sights he hadn't seen for years. Finally, they came to Watto's shop, and the rickshaw stopped.

"Wait, please," Anakin said to the droid driver. He then climbed down and helped Padme get down. Sitting on a stool in front of the shop was none other but Watto. He was using a small electronic screwdriver on a fiddly droid. Three pit droids were chattering away and were trying to help him, but they seemed only to make him madder.

"No, not that one - that one!" No chuba da wanga, da wanga. Watto yelled in Huttese.

Anakin strode up to him. "Excuse me, Watto," Chut, chut, Watto. he said, folding his arms.

Watto looked at him. "What?" Ke Booda?

"I said excuse me," Di nova, 'Chut, chut.' Anakin repeated in annoyance, finding the creature no less aggravating then before.

Watto turned to the chattering pit droids. "Shut down."Go ana bopa!

The pit droids snapped into their storage position.

"Let me help you with that," Ding mi chasa hopa. Anakin said, taking the fiddly piece of equipment and starting to play with it. Watto blinked in surprise. "What? I don't know you..." he continued in Huttese. "What can I do for you? Wait, you look like a Jedi." He was suddenly scared. "Whatever it is... I didn't do it. Ke booda? Yo baan pee hota. No wega mi condorta. Kin chasa du Jedi. No bata tu tu. He dropped the screwdriver and cursed loudly in Huttese

Anakin looked at him sternly. "I'm looking for Shmi Skywalker," Mi boska di Shmi Skywalker. he said.

Watto looked at him suspiciously. He stared at Padme, then back to Anakin. "Annie?" he said. "Little Annie? Naaah!"

Suddenly, the fiddly piece of equipment in Anakin's hands whirred into life, and Watto blinked at it. "You are Annie!" he cried in English, "It is you! Ya sure sprouted! Weehoo! A Jedi! Whaddya know? Hey, maybe you coulda help wit some deadbeats who owe me a lot of money..." he started.

"My mother!" Anakin interrupted angrily.

Watto rubbed the back of his neck. "Oh, yeah. Shmi... uh, she's not mine no more. I sold her," he said.

Anakin was shocked. "Sold her!" he repeated.

"Years ago," Watto replied. "Sorry, Annie, but you know, business is business. Sold her to a moisture farmer named Lars. Least I think it was Lars. Believe it or not, I heard he freed her and married her. Can ya beat that?" he laughed.

"Do you know where they are?" Anakin asked intently.

Watto thought for a minute. "Oh... Long ways from here... someplace over on the other side of Mos Eisley, I think... hmm.." he procrastinated.

"I'd like to know," Anakin replied stubbornly. His grim look meant business; Watto got the hint quickly. "Yeah... sure... absolutely," he stammered, "Let's go look in my records, eh?" he flew up and ushered the two into the shop.

* * *

The red planet of Geonosis was circled by a large asteroid field that formed rings. Jango Fett's ship appeared, heading toward it. Obi-Wan's Starfighter, appeared in space and followed the bounty hunter's ship.

"Ooh, look Obi-Wan, a big red planet," Serena said, "I wonder if there's a Sith here."

He glanced at her, confused. "Why on earth would you think that?" he asked her, raising an eyebrow.

She shrugged. "Well... Sith have red lightsabers, and they obviously like that color for some strange reason, and since this planet is red, I wouldn't be surprised if it's crawling with Sith lords dressed in red outfits." She grinned sardonically at him, and he rolled his eyes.

"For one thing, Serena, Sith don't wear red, they wear black," Obi-Wan returned, "And the other, there can only be one Sith lord and one apprentice."

She shrugged again. "Just razzin' ya, Ben," she said cheerfully. He smiled and shook his head, certainly glad to have her along with him.

Jango grinned at his son. "Nearly there, son," he told him.

Inside the cockpit, a small blip showed up on the ship's scan screen.

"Dad!" Boba said. "I think we're being tracked... Look at the scan screen! Isn't that a cloaking shadow?" He checked the scan screen and revealed a small tracking device on the outer hull.

Jango cursed. "They must have put a homing device on our hull during the fight..." he growled. "We'll fix it! Hang on, son! We'll move into the asteroid field. They won't be able to follow us there. If they do, we'll leave them a couple of surprises." He pushed some buttons and the spot where the device was disappeared. He then guided his ship into the asteroid field.

Obi-Wan stopped the ship and frowned at Serena. "That's interesting, Serena," he spoke up, "They seem to have discovered the tracker. Shut down... Shape scan their last coordinates, Arfour," he ordered.

"Maybe I can use some of Jean's powers to stop the ship," Serena said, more to herself than him.

"What?" he asked, confused. "Who's Jean, and what are her powers?" He had forgotten the names of the other X-men.

She sighed. "Never mind, I can't do it. He's got his shields up. Darn it," she muttered. "Well, if I can't get to him, I might as well hide us for a sec before I get too tired." She made the ship invisible again.

"How long can you keep this up?" Obi-Wan asked her, staring at Jango's disappearing ship.

She shook her head. "Not for that long," she admitted. "I need some more help to control my powers, I'm still not all that good at using them yet, and I don't like to overuse my powers, especially on a ship this size," she admitted. Obi-Wan nodded in understanding.

Fett piloted his ship through the asteroids, while Boba looked at the screen again. "He's gone," he stated.

"He must have gone on toward the surface," Jango replied, annoyed.

Boba suddenly saw Obi-Wan's ship appear again on the screen. "Look, Dad! He's back!" he cried.

Jango growled in frustration. "Hang on!" he snapped, and released a charge which drifted toward Obi-Wan and Serena. As the charge approached the Starfighter, Arfour beeped, and Serena gasped.

"Whoa! Sonic charges..." he said, "Stand by." Serena glanced at him, raising an eyebrow.

Jango's ship raced into a power-climb to avoid an asteroid.

"Dad! Watch out!" Boba shrieked.

"Stay calm, son," Jango replied, "We'll be fine. Those Jedi won't be able to follow us through this." Though inside he was not so sure of himself. One of those Jedi was a mutant, and that was not good.

Obi-Wan's ship dove into the asteroid belt after them.

"There he is!" Boba called out.

Jango glared at the asteroid, thinking about how stubborn Serena was. However, he blamed Obi-Wan, only because he didn't want his son to know too much about his situation with Serena. "He doesn't seem to take a hint, this guy," he said angrily. He flew down a narrow tunnel in one of the larger asteroids.

"Watch out!" Boba cried, frightened.

Obi-Wan passed over the asteroid and Jango emerged, chasing after him.

"Get 'em, Dad, get 'em!" Boba cried. "Fire!" In answer to his son's order, he fired lasers at the Jedi Starfighter.

The ships flipped, rolled, and turned at incredible speed, dodging, weaving and firing; they tumbled from near misses.

Obi-Wan glanced behind him. "Oh, blast, this is why I hate flying!" He said, and Serena was frowning, trying to concentrate.

"Hang on," she said through clenched teeth. Bits flew off the fighter as one of Jango's missiles got through the forcfield she was desperately trying to put up. "Ah, darn," she muttered.

"Can you do anything?" Obi-Wan questioned, a bit frantically.

She glanced at him, a bit worried. 'Uh, maybe, just give me a sec," she replied, and focused. Some of the pieces suddenly came back on the ship, and most of the burnt metal was quickly patched up. Obi-Wan stared at her.

In Jango Fett's cockpit, Jango continued to bombard the Jedi Starfighter with laser fire. One bold struck Obi-Wan's ship causing a small explosion, since Serena had given up on her force field, growing tired.

"You got him!" Boba said excitedly.

Jango nodded. "We'll just have to finish him," he replied curtly. He pushed buttons to open an outer hull door and released a guided aerial torpedo. The torpedo closely followed the Starfighter.

Inside Obi-Wan's cockpit, his skill was pushed to the limit as he threw the ship from side to side, avoiding great rocks and the torpedo. Then a huge asteroid tumbled across his path. There seemed no way he can avoid it, and he glanced frantically at Serena, who didn't want to use anymore of her powers to arouse more knowledge of mutants.

"Arfour, prepare to jettison the spare parts canisters," she said. "Fire them now!"

In Jango's cockpit, they saw a huge explosion as Obi-Wan's ship appeared to smash into the asteroid and blow up. "Got him!" Boba said excitedly, "Yeahhhhh!"

Jango smiled evilly. "We won't be seeing them again," he added.

Boba laughed. Fett's ship emerged from the asteroid belt and headed down toward the planet of Geonosis.

A huge chunk of rock tumbled slowly through the asteroid belt. As the rock turned, it showed the Starship hidden in a blasted-out area on the pitted back side of the great rock, sitting on the asteroid.

Well, I hope that was better. REVIEW, and thanks!  



	7. Landing on Geonosis and the Lars

OK, here's the next chapter, folks!

Chiara Sholuk: Thank you!

Black's Phoenix: I quite agree with you, Serena had too much power. Hope you liked the way I changed it.

Chapter 7

Disclaimer: See chapter one.

Obi-Wan and Serena glanced at each other, silent. After a few minutes, he said, "Well, Arfour, I think we've waited long enough... Follow his last known trajectory."

Serena looked down on the red planet. "Doesn't look like the friendliest place I've ever seen," she added grimly.

"Well, if Treneka's hiding there, I don't think it would be, do you?" Obi-Wan replied, steering the ship towards Geonosis.

"You mean Fett's," Serena corrected.

The fighter moved out from the back side of the asteroid and headed away from the asteroid field, descending toward Geonosis. Obi-Wan and Serena looked out toward Geonosis and saw in the distance a large fleet of Trade Federation ships hidden among the asteroids.

"There's an unusual concentration of Federation ships over there," he said, looking at them suspiciously.

"We'd better stay clear," Serena spoke up, and he nodded in agreement.

The ship skimmed across the top of a small mesa along the edge of a rocky ridge. He maneuvered under a rock overhang and landed gently. As they rose from their seats, Serena put her cloak back on over her dark navy jumpsuit. (Think of Sue Storm in the Fantastic Four, only without the Four embroidered on) "Hey Ben, let's stick together on this one, it won't do us any good to be separated."

He nodded. "I wouldn't have it any other way," he replied, and opened the hatch. They went out of the Fighter and walks onto the mesa, the wind whipping at them. Obi-Wan looked around warily.

Geonosis was a red rock planet, featureless apart from buttes and mesas, and occasional tall stalagmites that stood out dramatically on the arid plains. The night was quiet, except for an occasional weird cry that chilled Serena's adamantium bones. She subconsciously moved closer to Obi-Wan, who put a comforting arm around her; and he finally felt some joy and warmth at being able to hold her. But clearing his romantic thoughts from his head, he checked his bearings, then headed away with her.

----

The Naboo Starship descended, hovered, and landed on a bluff, where Anakin and Padme got out. They looked down from the edge of the bluff to where the homestead was seen on the desert floor below.

"Stay with the ship, Artoo," Padme quietly ordered.

Artoo whistled as the two started down the trail toward the homestead. C-3PO was working outside the homestead and looked up as Anakin and Padme arrived. "Oh, hello," he said, "How might I be of service? A am See..."

"Threepio?" Anakin finished, incredulous.

The droid stared at him. "Oh, my... Oh, my maker! Master Anakin!" he cried. "I knew you would return, I knew you would! And this must be Miss Padmé."

Padme smiled and nodded, remembering the protocol droid that Anakin had made for his mother. But he was covered now with metal, and looked much better, thought in need of a clean up. "Hello, Threepio," she nodded.

"Oh, my circuits! I'm so pleased to see you both!" he replied excitedly.

"I've come to see my mother," Anakin replied.

Threepio looked a bit downcast. "I think... I think... Perhaps we'd better go indoors," he replied sadly, and hurried away. Padme knew something was wrong, but followed him and Anakin to the homestead. The three arrived in the courtyard, and Threepio shuffled ahead. "Master Cliegg, Master Lars!" he said. "Might I present two important visitors?"

Owen Lars, a young man with short brown hair and a thin beard, and Beru Whitesun, a nice-looking young woman, came out into the courtyard.

"I'm Anakin Skywalker," Anakin introduced himself.

Owen nodded. "Owen Lars. This is my girlfriend, Beru," he glanced at Beru.

"Hello," she said, and looked at Padme.

Padme returned the look. "I'm Padmé," she spoke up.

Owen sighed, rubbing his hands on a cloth. "I guess I'm your stepbrother," he said. "I had a feeling you might show up some day."

Anakin looked around anxiously. "Is my mother here?" he asked.

"No, she's not," another voice spoke, and Padme turned.

Cliegg Lars swung from the house on a small floating chair. One of his legs was heavily bandaged; the other was missing. He balanced awkwardly and put out a hand to Anakin, who shook it, looking confused. "Cliegg Lars," the man said, "Shmi is my wife... Come on inside. We have a lot to talk about..."

Beru put several steaming cups of ardees on a tray and exited the kitchen...

"It was just before dawn," Cliegg explained. "They came out of nowhere. A hunting party of Tusken Raiders." They all sat around the table, and Beru brought the drinks in from the kitchen.

"Your mother had gone out early, like she always did, to pick mushrooms that grow on the evaporators," Lars continued. "From the tracks, she was about halfway home when they took her."

Anakin looked as if he was about to throw up. _No, no, no, no, no..._ he chanted in his head. Padme looked at him, sadly. _Oh Anakin, I'm so sorry, _she thought.

_She can't be gone, I KNOW she's alive,_ he replied emotionally.

_I hope so too, Anakin,_ Padme answered gently.

"Those Tuskens walk like men, but they're vicious, mindless monsters," Lars continued on, "Thirty of us went out after her. Four of us came back. I'd be with them, only... after I lost my leg I just couldn't ride any more... until I heal." He grimaced, easing his throbbing leg. "This isn't the way I wanted to meet you, son. This isn't how your mother and I planned it. I don't want to give up on her, but she's been gone a month. There's little hope she's lasted this long." He looked at Anakin sadly.

There was a dead silence. Then Anakin stood up abruptly.

"Where are you going?" Owen asked him.

Anakin turned. "To find my mother," he said bitterly.

Padme nodded, and he looked at her sadly. _Come back soon, Anakin,_ she said, her brown eyes looking at him pleadingly.

"Your mother's dead, son," Cliegg cut in. "Accept it."

Anakin shook his head. "I can feel her pain, and I will find her," he replied firmly, and turned once again to go.

"Take my speeder bike," Owen offered helpfully.

Anakin halted. "I know she's alive," he said, more to himself though than to the others. He turned abruptly.

A few minutes later, he stood looking across the desert, once his home. It now seemed desolate, foreboding, and ominous. Padme came running out of the homestead after him, and he turned to her. "You are going to have to stay here," he said. "These are good people, Padmé. You'll be safe."

Padme's throat dried up suddenly. "Anakin..." she said softly, and engulfed him in a hug, which he gratefully returned, needing the encouragement. They broke apart and looked at each other for a second.

Anakin then walked over to Owen's speeder bike, which was standing close by. "I won't be long," he told her, and swung onto the bike. The engine fired, and he took off across the desert. Padme watches him go.

Anakin rode through three exotic landscapes, hatred and anger full in his mind. He asked a crowd of Jawas for directions a couple of hours later, as the sun was going down. The Jawas conferred excitedly, then the Chief Jawa pointed in a particular direction. Anakin got on the bike and sped off to where the Jawa pointed. _Ah ha!_ he thought. _Now we're getting somewhere. _He rode over a large dune toward a small flickering light in the distance. _What's that? Looks suspicious... _He rode up and stopped the bike in front of a campfire, where there were bodies of lying beside the campfire. Two Eopies were tethered nearby, along with a burned and smoking speeder.

_Tusken raider's work,_ he thought grimly to himself.

The lights of the evaporators blinked in the night sky. Somewhere close by, a night animal howled. Padme was pacing the courtyard restlessly. She stopped, listening to the animal howling nearby. She shivered slightly, then turned and went into the garage at the side of the courtyard. _Oh Anakin, where are you?_ she thought to herself, and entered the garage where C-3PO sat working.

The droid looked up. "Hello, Miss Padmé," he said.

Padme nodded and sat down. "Hello, Threepio," she replied, looking around her at all the different mechanical things in the garage.

"You can't sleep?" the droid questioned, jerkily wiping off some power converters.

Padme shook her head. "No, I have too many things on my mind, I guess," she shrugged, mostly thinking about Anakin.

"Are you worried about your work in the Senate?"

"No, I'm just concerned about Anakin. I said things... I'm afraid I may have hurt him. I don't know. Maybe I only hurt myself. For the first time in my life, I'm confused." And she was. Very confused.

"I'm not sure it will make you feel any better Miss Padmé, but I don't think there's been a time in my life when I haven't been confused," the droid replied.

Padme ignored this statement. "I want him to know I care about him," she said. "I do care about him."

"Don't worry about Master Annie," Threepio reassured. "He can take care of himself. Even in this awful place."

"I hope you're right," Padme muttered.

----

Obi-Wan and Serena climbed a steep, narrow trail. Suddenly, a cry was heard close by, causing him to stumble slightly. His foot slipped on the edge, sending a stream of pebbles skittering into the darkness. Serena grabbed his arm and listened, as did Obi-Wan. Silence. She drew her lightsabers but did not ignite them.

"Whew, that was close," he breathed, wiping sweat from his forehead.

She looked at him. "Too close," she replied, annoyed that he had almost gotten killed and nearly given them away.

He muttered, "Let's hope that doesn't happen again," and set off again, Serena right next to him, working his way around a narrow corner, to confront a crouching Massiff (a dog-sized lizard) with slavering fangs! The beast leapt at them, and Obi-Wan ignited his lightsaber as the Massiff knocked him on his back, its jaws open wide.

Serena drew out her claws and stabbed the creature. Obi-Wan threw it off of him and jumped up. "Thanks," he panted. A second Massiff suddenly jumped from behind, and Obi-Wan swung around and cut it in half. The Massiff flew over the cliff, howling. It plummeted to its death hundreds of feet below.

Obi-Wan looked at Serena, who drew her claws back in, cracked her neck and then her fingers. She had a chilling look on her face as she glanced back at the Massiff down below, and walked away.

Well, that was that chapter. Hope you liked, and please review! Think of it as a New Year's gift.  



	8. Finding Dooku and the Tusken Camp

OK, here's the next chapter. Reviews are greatly appreciated!

Black's Phoenix: Thank you for your review, I'm glad you liked the rewrite of the chapter. I added that little bit with Padme in there, though I think it was actually in the original script!

Chiara Sholuk: Thanks for your very nice review!

* * *

Disclaimer: See chapter one. 

Chapter 8

Obi-Wan and Serena arrived at the head of the trail, where far below, a flat plain stretched into the distance. Serena stopped, peering into the darkness, where strange shapes loomed indistinctly.

Obi-Wan took a pair of electronic binoculars from his belt and put them to his eyes, while Serena continued to stare hard at the shapes. He saw a cluster of great towers like fantastic stalagmites rising from the plain below. "There's some large buildings down there, Serena," he observed.

"Must be where Jango's hiding," she replied.

He slowly panned with the binoculars, and suddenly a line of Battle Starships came into view. Obi-Wan touched the viewfinder, halting. Between fifty and a hundred Federation Starships were lined in neat rows. Some were on platforms that were carrying the Starships down to an underground facility; other platforms were rising to the surface. They carried thousands of battle droids that stepped off and filed into waiting ships, and a fully loaded Starship took off.

Obi-Wan swung the binoculars upward, to see more Trade Federation Starships.

"Well, it appears that the Federation has increased their army," he told Serena, and handed her the binoculars. She looked through them for a minute and handed them back to Obi-Wan.

"I'd say there's more to this than we thought," she replied grimly, liking less and less of the mission.

He nodded, and they set off again. Light grew on the clustering tower of fantastic stalagmites, and Obi-Wan and Serena sneaked up to the main one. He halted and said mentally, _Serena, I need you to make me invisible, only for a second.  
_

She nodded and made him invisible, even though it was a bit of a strain. He climbed up the side of the tower to a small window-like opening, looked around quickly, and then motioned for Serena to follow him. She nodded again and climbed up after him.

They made their way along a narrow, pillared corridor, and came to what looked like a large open well or vent shaft. They looks down and saw a huge underground facility below. In one area, machines were constructing battle droids; In another area, completed droids were moving along a conveyor belt. Geonosis workers, with no wings, droned away at the assembly line.

"More of the army," Serena whispered to Obi-Wan, and he nodded in return. They arrived at a vast expanse in the stalagmite interior, where there were immense pillars, soaring Gaudi-Gothic arches, and vaulted roofs. The huge space was deserted – completely silent.

Serena was uneasy as they started to cross the square. _I don't like this one little bit, Obi-Wan,_ she said to him. _It's too quiet. Way too quiet._

_I quite agree. Something isn't right here. We'll just have to keep on the lookout. Are we still invisible?_

_Yes, but in here our feet make too much noise. Someone would definitely hear us, or smell us, for sure. _

_Well, let's go for it. Come on._

Together they started to cross the square, but suddenly they heard voices. He darted behind a pillar and pulled Serena next to him as Poggle the Lesser(Archduke of Geonosis), his aide, Sun Fac, Count Dooku and Nute Gunray approached, closely followed by Passel Argente and Wat Tambor.

Count Dooku was tall, elderly, and saturnine, with beautiful manners. Both the Jedi flattened themselves against the pillar as they passed by. Serena was afraid that Dooku would sense them if she tried to make them invisible, since every time she used her powers, they were extremely easy to hear in the Force.

"Now, we must persuade the Commerce Guild and the Corporate Alliance to sign the treaty," Dooku began.

"What about the Senator from Naboo? Is she dead yet?" Nute's slimy voice spoke up. "I'm not signing your treaty until I have her head on my desk." Serena stiffened.

"I am a man of my word, Viceroy," the Count replied.

Wat Tambor spoke up in a droidish tone. "With these new Battle Droids we've built for you, Viceroy, you'll have the finest army in the galaxy," he bragged.

_We'll see about that,_ Serena gloated as they moved out of earshot. Obi-Wan peered around the pillar to see them going through an archway on the far side of the courtyard, where there was a flight of stairs beside it.

"Come on," he whispered, and darted for the stairs. She followed him quickly. Obi-Wan and Serena arrived at the stairs and sneaked up them, to arrive at a narrow gothic archway. They looked down through it, silent.

Poggle and his two aides were at one end of a large round conference table, with Dooku at the head, and Jango standing behind his chair.

"Now is the time, my friends," Dooku said. "This is the moment when you have to decide between the Republic or the Confederacy of Independent Systems."

In addition to the original group, there were also three opposition senators: Po Nudo, Tessek, and Toonbuck Tora, and a commerce guild dignitary; Shu Mai, and a member of the intergalactic bank clan, San Hill.

"As I explained to you earlier, I'm quite convinced that ten thousand more systems will rally to our cause with your support, gentlemen," Dooku continued, "And let me remind you of our absolute commitment to capitalism... of the lower taxes, the reduced tariffs, and the eventual abolition of all trade barriers. Signing this treaty will bring you profits beyond your wildest imagination. What we are proposing is completely free trade."

Serena snorted, and was silenced by a look from Obi-Wan.

Passel Argente, the Corporate Alliance Representative stood up. "I am authorized by the Corporate Alliance to sign the treaty," he said.

Dooku nodded. "We are most grateful for your cooperation, Chairman."

Next was Shu Mai, the Commerce Guild Representative. "The Commerce Guilds do not at this time wish to become openly involved, But we shall support you in secret - and look forward to doing business with you," he grinned.

There were chuckles around the table, and Count Dooku smiled. "That is all we ask," he replied kindly, well, sort of kindly.

After him was San Hill, the banker. "The Intergalactic Banking Clan will support you  
wholeheartedly, but only in a non-exclusive arrangement," he said. "Their banking clan will sign your treaty."

"Good, very good," Dooku said. "Our friends in the Trade Federation have pledged their support. When their Battle Droids are combined with yours, we shall have an army greater than anything in the galaxy, The Jedi will be overwhelmed. The Republic will agree to any demands we make."

Lastly, Wat Tambor, the Techno Union representative stood. "The Techno Unions are at your disposal, Count," he said.

Obi-Wan and Serena pulled back from the archway.

* * *

Anakin pulled up near the edge of a cliff, got off the bike and creeped to the edge. He looked over to see a Tusken camp in the oasis below. One of the huts at the edge of the camp had two Tusken guards outside it, which Anakin knew had to be where his mother was. He dropped off the edge of the cliff to the camp below.

He creeped through the camp, working his way from hut to hut, flattening himself against the walls overhearing snatches of Tusken conversation from inside, using the shadows to hide him until he arrived at the hut with the two guards, who were sitting a short distance from the door. Anakin wriggled around the back, took out his lightsaber and cut into the base of the wall. The lightsaber completed the hole in the wall. Anakin wriggled in and pulled himself to his feet. There were  
candles everywhere.

A shaft of moonlight from a hole in the roof pierced the gloom of the hut. By its light, Anakin saw Shmi hanging from a wooden frame in the middle of the hut. He cut her free, took her into his arms, and lowered her gently to the ground. Her eyes were closed, and her face was bloodied. She had been terribly beaten. Anakin cradled her tenderly. "Mom... Mom... Mom..." he called softly.

Shmi's eyelids fluttered - and barely opened. They were caked with blood. "Annie...?" she said haltingly. "Is it you...?" Her eyes focused slowly, and Anakin gave a little choking gasp. "I'm here, Mom. You're safe. Hang on. I'm going to get you out of here..." he said.

"Annie? Annie?" Shmi continued, looking at him. "You look so handsome. My son... my grown-up son." She touched his face with her hand. "I'm so proud of you, Annie... so proud... I missed you so much... Now... I am complete."

"Just stay with me, Mom," he pleaded. "I'm going to make you well again. Everything's ... going to be fine."

She nodded and dropped her head as she became unconscious. He quickly exited the hut using the hole he had previously cut and stole away towards the speeder bike.

Well, I didn't want to let Shmi die, I thought she was too nice of a character. I ONCE AGAIN DOTH COMMANDE YE TO REVIEW! Thanks!  



	9. Contacting Anakin and Caring for Shmi

Thank you for all of your wonderful reviews! Here is the next chapter!

The Shadowy Phantom: Thank you so much! I'm really glad you like the imagery.

Black's Phoenix: Yeah, I didn't want Anakin to show being turned to the Dark Side. After this story, I'll be putting up an entirely AU story between this one and ROTS, which will be also very AU. After that, I think I'll do another sequel to that, if people like it.

Archer Yi: Why thank you! I've only read one other story where Star Wars mixes with the X-Men, but I think more people should do crossovers with them, they're such great sagas and compliment each other. Thanks for the review!

* * *

Chapter 9 (I'm bothering to do the disclaimer, I already know what I don't own, so why get myself depressed over nothing?)

Obi-Wan examined the transmitter dish and spoke with Arfour, while Serena came out of the ship, her hair up. "The transmitter is working, but we're not receiving a return signal," he told her. "Coruscant's too far. Arfour, can you boost the power?"

Arfour beeped a reply, and Serena sighed.

"We'll have to try something else," Obi-Wan replied, and raced into the cockpit, Serena darting after him.

"Maybe we can contact Anakin on Naboo," he said, sitting in the pilot's seat. "It's much closer. Anakin, Anakin, do you copy? This is Obi-Wan Kenobi. Anakin?" There was nothing, only static. "He's not on Naboo," he said. "I'm going to try and widen the range." She nodded, studying him. He sighed. "I do hope nothing's happened to him."

"I'm sure he can take care of himself, F.E.," she replied, "Don't worry about him. I'm sure he had his reasons for leaving, whatever they may be."

He smiled. "Always the optimistic one, aren't you?" he teased. She blushed.

As they sat in the Starfighter cockpit looking at a display, a Geonosiam spied the Starfighter from an overlooking cliff.

Suddenly the tracking signal began to beep, and Obi-Wan looked at it hard. "That's Anakin's tracking signal all right, but it's coming from Tatooine!" he said. "What in the blazes is he doing there? I told him to stay on Naboo," he chastised, and exited the cockpit and jumped down to the ground. He spoke to Arfour, and Serena came out of the Starfighter and looked at him.

"All right. We're all set," Obi-Wan said. "We haven't much time." He looked around him warily, hearing a noise, and Serena became anxious and looked around her, trying to sense a presence nearby.

"Anakin? Anakin, do you copy? This is Obi-Wan Kenobi."

In the Naboo ship, Artoo beeped as he received the message. "Record this message and take it to your mistress, Padmé..." he said, "and the Jedi Skywalker... 'Anakin, my long range transmitter has been knocked out. Retransmit this message to Coruscant.'"

Artoo dutifully listened to the desperate message, but Obi-Wan's voice cut out. Artoo whistled in dismay.

* * *

Anakin rode the speeder bike toward the homestead, Shmi's body in his arms. Owen, followed by Beru and Padme, came out of the homestead to meet him, with Threepio following. Cliegg hobbled out of the homestead on his hovering chair as Anakin arrived. They ran to him as he stepped away from the bike, carrying an unconscious Shmi. He stopped, face-to-face with Cliegg, who sighed in relief. There was a brief pause, then Anakin carried Shmi into the homestead.

Padme prepared some food for Anakin and medicine for Shmi, and Beru helped her. "What's it like there?" Beru asked.

"I'm sorry?"

"On Naboo... What's it like?"

Poor Padme was completely preoccupied with her concern for Shmi and Anakin, but she did her best to reply. "Oh - It's... very green. With lots of water. And trees. Not like here at all." _It's way too dry here for my liking._ She took out a tray and started to put food on it.

"I think I like it here better," Beru put in.

"Maybe you'll come and see it one day," Padme suggested, putting some water on the tray.

Beru shook her head. "I don't think so. I don't like to travel."

They finished preparing the tray and Padme smiled. "Thanks, Beru." With that she went out.

Padme came into the bedroom with a tray of food. Anakin was sitting by his mother's bed, wiping blood off her face.

"I brought you something," Padme spoke up. "Are you hungry?" She put the tray down.

Anakin sighed and wiped some sweat off his forehead. "Yeah... thanks," he replied gratefully, glancing at her.

She pulled up a chair and sat down, facing him across from the bed. She looked at Shmi, who was sleeping peacefully. "I'm so glad you found her," she said softly. "I don't know what I'd do without my mom. She's always been there for me."

Anakin smiled. "I think my mom would like yours," he said. "They're a lot alike, in many ways."

"One is they're always worrying about their children," Padme grinned, and handed some water to Anakin.

He thanked her and drank it all down in a few gulps. "Ahh..." he swallowed the last sip, "That was refreshing." He looked back at his mother. "I wonder when she'll wake up," he remarked.

"Probably soon," Padme replied.

They lapsed into a comfortable silence, watching Shmi sleep. Suddenly Shmi moved, groaned a little bit, and slowly opened her eyes, and focused on a beaming Anakin. "Annie?" She said, "What happened?"

"It's all right, mom," he reassured her, "You're safely home now. Everything's going to be fine."

She smiled. "Thank you so much for coming after me, Anakin," she said slowly, "I might have died if you didn't come." She noticed Padme watching her. "I recognize you," she stated.

Padme nodded. "I'm the handmaiden who came with the Jedi ten years ago," she responded, "Padme."

Shmi smiled again. "Oh yes, it is wonderful to see you again. How are you? What have you been doing? Still serving the queen?"

Padme shook her head. "No, actually, I'm a Senator, and your son is on a mission to protect me."

"Protect you?" Shmi was puzzled. "From what?"

Anakin cleared his throat. "There have been numerous attempts to murder the Senator, while we were in Coruscant," he told her, "So the Council sent us on a mission to try and hide from the assassins, while my master, Obi-Wan Kenobi, and Padme's cousin, Master Serena Naberrie, find the people behind these attacks."

"But why hide here?" Shmi questioned. "Tatooine isn't very safe."

"Well, we _were_ hiding on my home planet, Naboo," Padme spoke up, "but then Anakin had a nightmare and we came here to rescue you."

Shmi nodded. "And I am grateful for putting your life at risk for me, Senator," she replied.

"Well as long as you're safe, then we don't have to worry anymore," Anakin said.

Suddenly beeps and whistles were heard coming towards the doorway. They turned as Artoo rolled into the room.

"Artoo, what are you doing here?" Padme asked, befuddled.

Artoo beeped and whistle frantically, and Anakin paled. Padme turned to him to ask him what Artoo was saying. "Anakin, what is it? You look like you've seen a Sith!" she exclaimed.

"Something's happened to Obi-Wan," he said shakily, "Come on!" he raced out of the room, and Padme glanced at Shmi, who motioned for her to follow him, and darted after Anakin. Artoo whistled: Wait for me!

Once back inside the ship, a rough hologram of Obi-Wan and Serena was projected in front of Anakin and Padme, and they watched the flickering image. "Anakin, my long range transmitter has been knocked out," Obi-Wan said, "Retransmit this message to Coruscant."

Padme turned and reached over to a control board and pushed a button to transmit the message.

Inside the Chancellor's office, the Jedi council and some senate members watched the message as well. "We have tracked the bounty hunter Jango Fett to the droid foundries on Geonosis," Obi-Wan said. "The Trade Federation is to take taking delivery of a droid army here and it is clear that Viceroy Gunray..."

Anakin and Padme continued to listen. "...is behind the assassination attempts on Senator Amidala." Padme's eyes flashed angrily at this statement.

The Council members continued to listen to Obi-Wan. "The Commerce Guilds and Corporate Alliance have both pledged their armies to Count Dooku and are forming a... Wait!... Wait!"

Anakin and Padme watched as Obi-Wan was attacked by Droidekas. It showed Serena trying to crush the droids, but suddenly crumpled to the ground as a needle was put into her shoulder from behind by a Geonosian. The hologram cut off, and Anakin jumped up, agitated. Padme was horrified at what had happened, and stood stock still, not believing what had taken place.

Well, that chapter's over. Another one will come up more quickly... with some more wonderful reviews! Thank you!  



	10. Debate in the Senate and Count Dooku

WOW! Thanks so much for all of your reviews!

Black's Phoenix: The Chancellor is a sneaky worm, so I don't know if he'll reveal anything. Thanks for your review!

The Shadowy Phantom: Thank you! I'm glad you like Shmi not dying.

Adame shmi Skywalker Vader: Why thank you so much for your review! F.E., just to say so all the other reviewers can see, means "Flying Expert' since Serena knows that Obi-Wan hates flying, so she just made it up to kinda annoy him. But he doesn't mind it.

Chiara Sholuk: Thanks for your review! Too bad that your sister can't review.

Hopelss4life: Well, since you want to know what happens next, then read this chapter!

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Chapter 10

Back in Coruscant, the Council members and the Chancellor also saw the attack on Obi-Wan and Serena. Yoda looked to Mace Windu. "More happening on Geonosis, I feel, than has been revealed," he remarked.

"I agree," the former replied.

Anakin and Padme watched a hologram of Windu. "Anakin, We will deal with Count Dooku," he said. "The most important thing for you is to stay where you are. Protect the Senator at all costs. That is your first priority."

Anakin nodded. "Understood, Master," he replied miserably.

The hologram switched off while Padme was looking at the readout on the ship's control panel. "They'll never get there in time to save them, they have to come halfway across the galaxy," she spoke up. "Look, Geonosis is less than a parsec away." She started to hit buttons and flick switches. Anakin put a hand over hers, stopping her. She stared at him.

"If they're still alive," he replied.

Padme glared at him. "Annie, are you just going to sit here and let them die? She's my cousin, my friend, and he's your friend... your mentor..."

"He's like my father!" Anakin finished sadly. "But you heard Master Windu, he gave me strict orders to stay here."

Padme looked at him. "He gave you strict orders to protect me..." She pulled her hand free and flicked more switches. The engines fired. "...and I'm going to save them. So if you plan to protect me, you will have to come along."

Anakin grinned and took the controls. Threepio and Artoo came forward from the back of the starship, and Threepio strapped himself into a seat behind Padme. "I'm not worried, Artoo, it's just that I've never flown before," he said nervously, as the Naboo Starship rose from the bluff and zoomed away.

* * *

Back at Coruscant, Bail was pacing the floor anxiously. "The Commerce Guilds are preparing for war... there can be no doubt of that," he said.

"Count Dooku must have made a treaty with them," Palpatine replied.

Bail turned to him. "We must stop them before they're ready," he said firmly.

Jar Jar cleared his throat. "Exsueeze me, yousa honorable Supreme Chancellor, Sir." Palpatine looked at him. "Maybe dissen Jedi stoppen the rebel army."

Palpatine turned to the Jedi. "Master Yoda, how many Jedi are available to go to Geonosis?" he questioned.

"Throughout the galaxy, thousands of Jedi there are," Yoda informed him. "To send on a special mission, only two hundred are available."

"With all due respect for the Jedi Order, that doesn't sound like enough," Bail put in critically.

Yoda looked at him hard. "Through negotiation the Jedi maintains peace," he shot back. "To start a war, we do not intend."

"The debate is over!" Ask Aak barked, "Now we need that clone army."

Bail turned to him. "Unfortunately, the debate is not over," he contradicted. "The Senate will never approve the use of the clones before the separatists attack."

"This is a crisis!" Mas Amedda said, "The Senate must vote the Chancellor emergency powers! He could then approve the use of the clones."

Palpatine nodded. "But what Senator would have the courage to propose such a radical amendment?" he asked.

Amedda thought. "If only Senator Amidala were here." He said. Palpatine nodded regretfully, while Jar Jar was in deep thought. For himself, anyways.

* * *

Obi-Wan and Serena were suspended in a force field back to back, wrist to wrist, foot to foot, turning slowly as blue electric bolts restrained them. Serena was just waking up, and groaned. "Obi-Wan..." she said, and he glanced over his shoulder.

"Are you all right, Serena?" He asked worriedly. "You've been out for some time now."

She slowly opened her eyes and cracked her neck. "Yeah, I think I'm ok. Where are we?"

He snorted. "Where do you think? In a cell, of course."

"Oh, just the vacation spot I always needed," she replied sarcastically. "Now all I need is a drink and I'm good to go."

Obi-Wan, despite the situation, smiled. "I rather like that Jawa drink we had at the club," he returned.

She glanced back at him. "And here I thought you never drank alcohol, but I find that I am sadly mistaken," she grinned.

He shrugged. "Well, only on a rare occasion," he answered, and looked around. "Can you get us out of here?" he asked.

"I think so," she replied, and tried to use laser eyes to burn the place down below, so the electricity would stop. But nothing happened. She was shocked, and tried using a force field to break it, but it still didn't work.

"Well?" Obi-Wan said.

"It's not working!" she replied frantically, "I somehow can't use my powers, they're not working!" She tried to draw her claws, but she couldn't. "What's going on!" she cried desperately, "Why aren't they working?"

Count Dooku suddenly walked into the cell holding the both of them and pretended to look shocked. Serena quickly pulled her head up and glared at him, trying to retain her calmness.

Obi-Wan didn't help much. "Traitor!" he burst out angrily.

" Oh no, my friend," Count Dooku corrected, pretending to be innocent. "This is a mistake. A terrible mistake. They've gone too far, this is madness!" He circled them as they talked.

"I thought you were the leader here, Dooku," Obi-Wan returned sharply.

Count Dooku continued pacing around the room slowly. "This had nothing to do with me, I assure you," he said. "I promise you I will petition immediately to have you set free."

Serena rolled her eyes, while Obi-Wan glared at him. "Well, I hope it doesn't take too long," he said. "I have work to do."

Count Dooku was silent for a second. "May I ask why two Jedi Knights are all the way out here on Geonosis?" he questioned.

"We've been tracking a bounty hunter named Jango Fett, do you know him?" Obi-Wan asked.

The Count turned to him. "Well there are no bounty hunters here that I'm aware of," he replied. "The Geonosians don't trust them."

"Well, who can blame them, but he is here, I can assure you," Obi-Wan said firmly, not to be deterred.

Dooku didn't answer that but changed the subject; Serena was still waiting to ask him why her powers weren't working. "It's a great pity that our paths have never crossed before, Obi-Wan," he said, seemingly ignoring Serena. "Qui-Gon always spoke very highly of you." He sighed. "I wish he were still alive. I could use his help right now."

Serena snorted at that statement, disgusted.

"Qui-Gon Jinn would never join you," Obi-Wan replied, eyeing him angrily.

Dooku shook his head. "Don't be so sure, my young Jedi. You forget that he was once my apprentice just as you were once his. He knew all about the corruption in the Senate, but he would never have gone along with it if he had known the truth as I have."

"The truth?" Serena asked.

"The truth," Dooku replied firmly, looking at her. "What if I told you that the Republic was now under the control of the Dark Lords of the Sith?" he said.

Obi-Wan didn't believe him. "No, that's not possible. The Jedi would be aware of it," he answered.

"The dark side of the Force has clouded their vision, my friend. Hundreds of Senators are now under the influence of a Sith Lord called Darth Sidious," Dooku said, while Serena's head was swimming with this new information.

"I don't believe you," Obi-Wan said clearly, shaking his head.

"The Viceroy of the Trade Federation was once in league with this Darth Sidious," Dooku continued. "But he was betrayed ten years ago by the Dark Lord. He came to me for help. He told me everything. The Jedi Council would not believe him. I tried many times to warn them but they wouldn't listen to me. Once they sensed the Dark Lord's presence, it would then be too late. You must join me, Obi-Wan," he said, coming nearer to them. "And together we will destroy the Sith!"

Obi-Wan shook his head. "I will never join you, Dooku," he replied coldly, and Serena rejoiced silently, but quickly turned to glare at Dooku, as he studied her.

"Cannot use your powers, my young mutant?" he said mockingly. She glared daggers at him. "But of course you can't," he continued, walking around. "For that little needle that was put into has assured me that you will not be able to use them for quite some time. Precisely five hours, to be exact."

"What is it that was put into me, and how do you know of my powers?" she hissed furiously, anger quickly growing.

"A medicine that makes you unable to use your powers," Dooku replied. "Unfortunately, there is little of it. We store it here on Geonosis, in this building. About knowing about your powers... I have my resources. And five hours is just enough time."

She raised an eyebrow. "For?"

Dooku turned to leave. "It may be difficult to secure your release," he said, not answering the question.

Obi-Wan sighed, once they were freed of the Count, and put his head back. "Oh, this is all my fault," he said miserably.

"How is this your fault?" Serena asked. "It wasn't your fault that we were captured. If anything, it's mine. I should have been more cautious, but I wasn't."

He sighed again. "Serena, it's not your fault alone either, I think we were both at fault on this one," he replied. "I probably should have come on my own."

She glanced back. "Fine then." And she turned back, closing her eyes and trying to meditate.

"What's wrong now?" he asked, a bit annoyed at her curtness.

"Nothing's wrong. I'm trying to meditate."

"Something's wrong."

"How would you know?"

"I can sense it. Why are you suddenly being so harsh to me, Serena?"

She didn't speak for a minute. "Why do you think, Obi-Wan?" She replied, and shut her mouth tightly. Obi-Wan had been stubborn too long, and she couldn't bear it much longer. She needed to know that he loved her, but she knew that he never would. He was a Jedi and stuck to the Code.

Seemingly enough, Obi-Wan was thinking the exact opposite thing. He was chastising himself for being so thoughtless, and wished that there was no such thing as the Jedi Code, so he wouldn't have to reign in his emotions.

Well, that chapter was over.. some internal debate going with Obi-Wan... hmmm? Review and find out what happens next!


	11. Anakin and Padme in the Droid Factory

Thank you so much for all of your reviews, it's what keeps me going!

Hopeless4life: Why thank you, I liked it myself. Hope you like this chapter!

Black's Phoenix: Thanks, yes, he does get his stubbornnes from Qui-Gon, and probably picked it up from Anakin. Hope you like this chapter!

Adame shmi Skywalker Vader: Thank you SO much for your review! No, sadly, I didn't get a chance to listen to 'The Island' commentary, cause we only rented the movie, and I wanted to see over and over again. I want to see 'Down with Love', I want to see almost ANYTHING with Ewan in it, I mean, he's da BOMB! Ewan IS Obi-Wan Kenobi, no one else could have played it like him. Yeah, Serena is kinda like Scarlett, but I pictured someone else to be her, like my fav actress, Jessica Alba. She is who I wanted Serena to be, after all, she is the Invisible Girl! But the white suit would be really cool. Maybe I'll put that in there... I'm happy you like how I'm putting a lot of Ewan's personality in the story, I mean, let's face it, Obi-Wan needs to have a girl. How can he NOT? Yes, I know exactly what you mean. Thank you!

* * *

Disclaimer: I don't own Star Wars or the X-Men. They belong to Lucas, Stan Lee, and 20th Century Fox Films. 

Ooh, I saw the trailer for X-Men 3! **WARNING: SOME SPOILERS MAY OCCUR! BUT IF THE MOVIE'S NOT LIKE WHAT I'M ABOUT TO SAY WHEN YOU SEE IT, DON'T SUE ME! THIS IS WHAT I SAW! Ok,**I think Jean's gonna be bad.. and Magneto's got TONS of mutants on his side. There's lots of blowing up, Scott looked like he had totally lost it.. and Storm and Logan were just trying to sort everything out. It looked like a mess. But I hope it's good, but it's not by the same director. NEW DIRECTOR, IF YOU DON'T MAKE IT GOOD, I'M SUEING YOU! Nah, just kidding. Maybe...

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Chapter... gosh darn it, I forgot. I always do that. I'm too lazy to go and see which one it is. SO SUE ME! 

Meanwhile, as Obi-Wan and Serena were in the cell, the Naboo Starship headed toward the rings of Geonosis. Anakin piloted the starship close to the ground, weaving around towering rock formations.

"See those columns of steam straight ahead?" Padme said. "They're exhaust vents of some type."

Anakin nodded. "That'll do," he replied. He piloted the craft straight down into a column, flying through the steam, and landing at the bottom, and they prepared to leave the starship.

"Look, whatever happens out there, follow my lead," Padme said, "I'm not interested in getting into a war here. As a member of the Senate, maybe I can find a diplomatic solution to this mess." She pulled her white cloak on and walked towards the door.

"Don't worry," Anakin replied. "I've given up trying to argue with you." And followed her out of the ship.

Artoo whistled a plaintive sigh.

"My obtuse little friend, If they had needed our help, they would have asked for it, hm?" Threepio said. "You obviously have a great deal to learn about human behavior."

Anakin and Padme entered the stalagmite city. They stopped, looking around in wonder at the emptiness. _This is weird,_ Padme thought to herself.

_I agree,_ Anakin replied, startling her.

_How much do you read my thoughts?_ she asked, a bit annoyed.

He mentally shrugged. _Not that often. _Padme eyed him suspiciously, but gave him a sideways grin.

* * *

Artoo stood in front of Threepio, who was fussing about. "For a mechanic, you seem to do an excessive amount of thinking." 

Artoo beeped again, much to the annoyance of Threepio. "I'm programmed to understand humans!" he replied angrily.

Artoo beeped a question.

"What does that mean? That means I am in charge here!" Threepio answered.

Artoo, stubborn, trundled out of the starship and down the landing ramp. Threepio followed him out of the ship. "Wait! Where are you going? Don't you have any sense at all?" he cried. "Oh, idiot!"

Artoo made a rude noise.

"How rude! Please wait! Do you know where you're going?" Threepio asked frantically, waving his arms.

Artoo bleeped at Threepio.

* * *

Anakin and Padme started forward. As they passed, the surface of the pillars seemed to pulse slowly and move. High above, winged creatures grew from the pillars and detached themselves. 

The two of them stopped, and Anakin put out a hand towards Padme. "Wait," he said, and turned as one of the winged creatures attacked him. Lightsaber blazing, he cut down three creatures as Padme ran through a far doorway. He reached Padme, and they both stood on the edge of a short walkway extending over a deep crevasse. The door behind them closed, stranding the two. The walkway retracted and Padme slipped and then fell down onto a conveyor belt leading into the droid factory.

"Padmé!" Anakin cried, reaching out. He jumped down and slashed more winged creatures while attempting to reach Padme, who made her way across stamping machines and welders as Anakin followed, beating back winged creatures.

Threepio and Artoo stopped at the small walkway. "Oh my goodness!" Threepio cried, looking around. "Shut me down! Machines creating machines. How perverse!"

Artoo bleeped. "Calm down," Threepio continued. "What are you talking about? I'm not in your way!"

Artoo pushed Threepio off the small ledge and onto a flying Conveyor Droid. Flailing, Threepio fell from the droid and onto the conveyor belt below. Artoo used his rocket jets to fly up and into the factory.

"Help!" Threepio cried helplessly.

Anakin continued to work his way toward Padme, lightsaber flashing, winged creatures attacking from all directions.

Padme wrestled with one creature and was thrown into a large empty vat moving down the assembly line. Mechanized arms carried the vat to a position where molten metal would be poured into it. Padme struggles to find handholds for escape, but was unsuccessful. _Oh, this is just GREAT! Good going, Padme! Hey Anakin! Anakin? Are you there?. . . . Darn it, I guess not. Shoot. This officially rots. _

Artoo flew toward her as she was thinking, and Threepio was carried down the assembly line. He stand, only to find his head sliced from his body. His head landed in a line of Battle Droid heads and was welded to a Battle Droid body. "How ugly! Why would one build such unattractive droids?" he chastised. His headless body continued down the assembly line,  
sandwiched between Battle Droids. A Battle Droid head was then welded on his body. "I'm so confused," he moaned.

Meanwhile, Anakin continued to battle creatures. He tripped on the assembly line and his right arm became locked into a molding device. He came close to the cutting machine, furious at himself for being so clumsy.

As Padme continued her struggle to escape the vat, Artoo found the computer port controlling the vats and programs Padme's to dump her onto a walkway, just before the molten metal was poured into it.

Anakin ignited his lightsaber in an attempt to free his arm as the cutter approached. He maneuvered his body away from the cutter, but it slammed down and cut his lightsaber in half. He was finally able to get his arm out, but when he moved to ignite his lightsaber, it didn't work. He groaned. "Oh man," he said. "Obi-Wan's gonna kill me."

Padme was surrounded by winged creatures and taken prisoner; and Anakin was surrounded by Droidekas. Jango Fett dropped down, blaster in hand. "Don't move, Jedi!" he warned, and Anakin glared at him.

They were taken to see Count Dooku, who sat at a large conference table, with them on the far side. Anakin stood behind her with four Geonosian guards standing behind him. Jango Fett, helmet on, stood behind Count Dooku, and six Geonosian guards stood behind him.

"You are holding two Jedi Knights, Obi-Wan Kenobi, and my cousin, Serena Naberrie," Padme said. "I am formally requesting you turn them over to me, now."

"They have been convicted of espionage, Senator, and will be executed," Dooku replied. "In just a few hours, I believe." He smiled.

Padme had a notion to wring his neck, and Anakin fought back the urge to laugh as he read her mind. "They are officers of the Republic," she snapped angrily. "You can't do that."

"We don't recognize the Republic here, Senator," Dooku reminded her. "But if Naboo were to join our Alliance, I could easily hear your plea for clemency."

"And if I don't join your rebellion, I assume this Jedi with me will also die?" Padme said, raising an eyebrow.

Dooku sighed. "I don't wish to make you to join our cause against your will, Senator, but you are a rational, honest representative of your people and I assume you want to do what's in their best interest. Aren't they fed up with the corruption, the bureaucrats, the hypocrisy of it all? Aren't you? Be honest, Senator."

"The ideals are still alive, Count, even if the institution is failing."

Dooku smirked. "You believe in the same ideals we believe in! The same ideals we are striving to make prominent," he said.

Padme cocked her head. "If what you say is true, you should stay in the Republic and help Chancellor Palpatine put things right," she replied.

"The Chancellor means well, M'Lady, but he is incompetent," Dooku responded. "He has promised to cut the bureaucracy, but the bureaucrats are stronger than ever, no? The Republic cannot be fixed, M'Lady. It is time to start over. The democratic process in the Republic is a sham, no? A shell game played on the voters. The time will come when that cult of greed, called the Republic, will lose even the pretext of democracy and freedom."

Padme stared at him. "I cannot believe that," she growled. "I know of your treaties with the Trade Federation, the Commerce Guilds, and the others, Count. What is happening here is not government that has been bought out by business... it's business becoming government! I will not forsake all I have honored and worked for and betray the Republic."

_GO PADME!_ Anakin cheered. Padme glanced at him.

"Then you will betray your Jedi friends?" Dooku asked. "Without your cooperation I can do nothing to stop their execution."

Padme looked at him. "And what about me?" she said. "Am I to be executed also?"

"I wouldn't think of such an offense," Dooku replied, seemingly offended. "But, there are individuals who have a strong interest in your demise, M'Lady. It has nothing to do with politics, I'm afraid. It's purely personal, and they have already paid great sums to have you assassinated. I'm sure they will push hard to have you included in the executions. I'm sorry but if you are not going to cooperate, I must turn you over to the Geonosians for justice. Without your cooperation, I've done all I can for you."

_I'm sure you have,_ Padme thought angrily.

"Take them away," Jango ordered harshly.

Sorry that there wasn't much of Serena and Obi-Wan in there, but I promise there will be in the next chapter. Thanks, and please be sure to review! If not... then I'll... uh... darn it, there's nothing I can do. Oh well. Hope you enjoyed this chapter! Oh, and by the way, I would not recommend going to see King Kong.. it SO should have been rated R, very disturbing, terryifying, and creepy. It was awful, and I hated it. But if you already saw it and liked it, well, I'm happy for you. Just to let everyone in on the know! But this is purely my opinion.


	12. ObiWan Reveals His Feelings

Thank you for your reviews! THIS IS IT! This is the chapter you've all (hopefully) been waiting for! But I won't spoil the suprise and tell you what it is! Read, review, and you'll find out! Thank you!

Black's Phoenix: Thank you! I quite agree with you. After all, we can't NOT have Anakin and Padme in here!

Hopeless4life: You would like to know what happens next? OK, here we go! Thank you for your review!

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Chapter... blast, I forgot AGAIN! 

Disclaimer: See chapter one (The X-Men ARE in this, they haven't disappeared, just to let you know!)

OOH! Before I forget to tell you, I found out Logan's real name! It's James Howlett! And they're most likely going to make another movie after X3 called 'Wolverine', which is all about Logan trying to find out his past. Pretty awesome, huh?

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Mace Windu walked down an upper corridor and met Yoda, who was sitting on a ledge overlooking the Senate chamber. Inside the great rotunda, the uproar was even louder. Opposing senators yelled furiously at one another.

"Order! Order!" Mas Amedda cried.

Finally, the uproar died.

Palpatine cleared his throat. "In the regrettable absence of Senator Amidala, the chair recognizes senior representative of Naboo, Jar Jar Binks," he said.

Amid the conflicting storm of cheers and boos, Jar Jar, with two Gungan aides, floated on his pod to the middle of the vast space. He looked at Palpatine nervously, and the Chancellor nodded. Jar Jar cleared his throat. "Senators, dellow felagates..." There was laughter and jeers, and poor Jar Jar blushed.

"Order!" Amedda fairly shrieked. "The Senate will accord the Representative the courtesy of a hearing!"

When he said that, there was comparative quiet. Jar Jar gripped the edge of the podium. "In response to the direct threat to the Republic mesa propose that the Senate give immediately emergency powers to the Supreme Chancellor," he spoke up. There was a sudden uproar, and Jar Jar looked a little sheepish. Brief silence, then a rolling wave of applause came. Jar Jar beamed and bowed.

Palpatine rose. "It is with great reluctance that I have agreed to this calling," he said. "I love democracy... I love the Republic. But I am mild by nature, and I do not desire to see the destruction of democracy. The power you give me I will lay down when this crisis has abated, I promise you. And as my first act with this new authority, I will create a grand army of the Republic to counter the increasing threats of the separatists."

At this, everyone clapped. Mace glanced at Yoda. "It is done, then," he said quietly. Yoda nodded. "I will take what Jedi we have left and go to Geonosis and rescue Obi-Wan," he continued.

"Go to Kamino, I will, and see these cloners who have created this army," Yoda replied. "But first, go to Dantooine, I will, and speak with the Professor."

Mace raised an eyebrow. "Why?" he asked. "Do you think that he has some mutants who will be able to help us?"

"Let us hope that he will," Yoda answered, and turned back to the Senate. "Need the mutant's help, we will."

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Anakin and Padme were standing in the center of what looked like a courtroom. Seated before them in a tall, boxed-off area was Poggle the Lesser, Archduke of Geonosis. He was accompanied by his underling, Sun Fac. Off to one side the Separatist Senators Po Nudo, Tessek, and Toonbuck Tora. Next to them were the Commerce Dignitaries, Shu Mai, Nute Gunray, Passel Argente, Wat Tambor, and San Hill of the Intergalactic Bank Clan. Along the wall about a hundred Geonosians waited eagerly for a verdict.

"You have been charged and found guilty of Espionage," Sun Fac declared smugly.

"Do you have anything to say before your sentence is carried out?" Poggle questioned, stepping forward.

Padme glared at him. "You are committing an act of war, Archduke," she said. "I hope you are prepared for the consequences."

Poggle laughed, and Count Dooku simply smiled. Padme tried to hold in her anger at this, and Anakin sent a wave of calmness to her.

"We build weapons, Senator... that is our business!" Poggle exclaimed. "Of course we're prepared!"

_Oh, I doubt it._ Padme thought. _You have no idea of the Forces out there that can crush you into tiny pieces, along with your Federation__battleships. _

"Get on with it," Nute snapped. "Carry out the sentence. I want to see her suffer."

Poggle nodded. "Your other Jedi friends are waiting for you, Senator," he said cruelly. "Take them to the arena!"

Four guards took hold of Padme and Anakin, and they were escorted out of the chamber to the sounds of chuckling.

* * *

Just a few minutes before they were to be placed in the arena, Obi-Wan and Serena were thrown in a steel cell, their hands and feet unbound. Serena glared as they shut the door, cackling evilly. "Oh stuff it," she muttered, and leaned against a wall.

Obi-Wan stood there for a moment, simply staring at her thoughtfully. It appeared he was having a strong inner conflict. She looked at him. "What is it?" she asked.

He said nothing, but came over to her, and she stood up and walked towards him, puzzled. He took her hands gently in his own, and she looked down at them, startled at this movement.

"Serena, there is something you must know," he began, staring deep into her eyes. "Ever since we met, I have felt something with you, a special bond, that simply would not leave. When you came back, it came back with you more strongly than before, and finally I realized that I can't hide the truth from you any longer. I love you, Serena."

She stared at him, wide-eyed, and he continued. "I know that I'm a Jedi, and Jedi aren't supposed to feel this way..." he gazed at her pleadingly. "But I can't help it. I'm in love with you, and nothing is going to change that." His eyes searched her for an answer.

"I...I..." she stammered, not knowing how to respond. A single tear fell down her cheek. "I love you too, Obi-Wan," she finally answered, and he smiled, about ready to burst with joy. He gently wiped the tear off of her face and brought his hand to the back of her head. She closed her eyes as he suddenly brought his lips to hers, and she wrapped her arms around his neck; he pulled her in closer and the kiss deepened, as he put his arms around her waist. When they finally pulled gently apart, she looked at him curiously. "But what about the Council? You're still a Jedi," she said.

He smiled at her cheekily. "That is why I am going to become a mutant, so the Council will allow me to marry you," he said, gazing at her fondly.

"Oh Ben!" She exclaimed happily, and pulled him in for a hug, which he returned. She pulled back and studied his face, which made him smile again roguishly. "Can't tear your eyes away from my good looks?" he questioned mischievously, and she blushed, embarrassed. "Yes! Well, no, I mean..." she began, at a loss for words, but he silenced her by pulling her into another passionate and slow-moving kiss. He couldn't believe how incredibly happy he was. Serena was an amazing girl: brave, loyal, fierce, kind, humorous, and also alluring and incredibly beautiful. He knew he was the luckiest man alive to have her.

FINALLY! It's about time! For those of you who didn't understand the sentence about becoming a mutant, I'll explain. Eariler in the story, which had been deleted because I accidentally put something in there that shouldn't have been, Serena showed the entire Jedi Council and some other Jedi that the mutants had created a machine that could turn regular Jedi into mutants. It's kinda hard to explain, if you want me to put in a flashback from that part, I will. Thanks!


	13. The X Men Go to Geonosis

OK, here's a rather large flashback, just to jog your memory. And if you want more flashbacks on how Serena and Obi-Wan met and became friends, just tell me in your review. Thanks!

Hopless4life: Thanks for your review, here it is!

Black's Phoenix: I thought that might be a bit confusing, so here's the flashback for everyone. Thanks for your review!

okanabe: Thank you so much! Yeah, I know exactly what you're talking about.. THAT. Thanks for your review, hope you like this chapter!

Adame shmi Skywalker Vader: Totally! No person should be without some form of attachment. Will Obi-Wan be more lenient with Padme and Anakin? Well, you'll have to see! Mwa ha ha ha! X-Men 3 looks really cool!

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Disclaimer: My mother is a hamster, and my father smells of elderberries!

Chapter 13

FLASHBACK FROM A FEW WEEKS BEFORE ANAKIN'S,PADME'S, OBI-WAN'S, AND SERENA'S DEPARTURE TO NABOO AND KAMINO

The Jedi council, and some other Jedi, including Anakin and Obi-Wan, were summoned to the large auditorium room by Serena. When they all arrived and were seated, Serena cleared her throat, stepped forward, and spoke.

"You must be wondering why I've asked you all here," she began. "The reason is that there is something you all should know about. About ten years ago, I searched for other mutants in the galaxy. And about nine years ago, I found one. He had not found another mutant before me, and we formed a strong bond. Together we decided to search for other mutants, and for the next year, we found more. Finally, we decided to start a school for the younger mutants.

"When we began, we had five teachers and fifty students." She took a deep breath in. "Today, we now have elven teachers, and over ten thousand students."

The Jedi murmured among themselves when they heard this. Serena continued. "Before I go any further, I would like to introduce to you the first mutant I ever met and a very close friend of mine. He is the head of the school and is a very good teacher. Professor Charles Xavier."

Everyone clapped, and a old man, who was bald and clean shaven, came out onto the platform in an electronic wheelchair. "Thank you for having me," he said, "I am very glad to be here. When I first met Serena, I realized how strong a Force bond she had. She showed me the ways of the Force, and I learnt the Jedi skills. The school, which is called 'Xavier's school for the Gifted', is a school solely for teenage mutants, most which have been deserted or ran away. We take them in and educate them, show them how to use their powers, and teach them the ways of a Jedi."

A holovid came up on the screen behind him, showing the school and the students. "To the public, we're just an ordinary school," Xavier continued, "But on the inside, it's much different."

The holovid showed Ororo showing the students how to use their powers, and another showed Serena teaching them lightsaber skills. "A mutant never uses one lightsaber," Xavier said, "He or she either uses one double bladed, or two. In Serena's case, two double bladed. They are instructed in the ways of the Force by our teachers, in the hopes that they can join the X-men. The X-men are the fully trained Jedi mutants.

"I would now like to introduce to you the X-men," Xavier continued, and the lights went out. The holovid came on again, and the order went like this:

Serena Naberrie aka Invisible Girl **Mutation: **Can mimic any other mutant's powers, has the same Adamantium body and claws as Lady Deathstrike, and the same healing abilities. Can turn invisible and create forcefields. Can use magnetic forcefields, which gives her the ability to control all metal.

Kitty Pryde aka Shadowcat **Mutation**: Can walk straight through solid objects.

Jean Grey aka Phoenix **Mutation**: She has strong mental powers, being able to read minds and has a developing skill for telekinesis. Can also control almost all machines and starships.

Scott Summers aka Cyclops **Mutation**: Has laser eyes that can blow right throw buildings or virtually anything.

Ororo Munroe aka Storm **Mutation**: Can control the weather.

Bobby Drake aka Iceman **Mutation:** Can create and control ice at will.

Kurt Wagner aka Nightcrawler** Mutation: **Can teleport himself short distances.

Logan Oyama aka Wolverine **Mutation:** He has the natural mutation of being able to heal at an amazing rate making him almost invulnerable as well as bone claws which retract into the back of his hands. Wolverine also had Adamantium alloy, an indestructible metal, including his claws.

Jacen Denkarr aka Colossus **Mutation**: Hugely strong and has the ability to produce metallic body amour all over his body making him almost invulnerable.

Yuriko Oyama aka Lady Deathstrike **Mutation**: Has identical healing abilities to Wolverine and Invisible Girl, and similar Adamantium claws as her; hers are finer and long and grown from the ends of her fingertips.

Marie Roberts aka Rogue **Mutation:** By mere touch alone Rogue can absorb a person's powers, thoughts and memories.

Raven Leagre aka Mystique **Mutation**: Most noticeably her body is completely blue and less noticeably she change her appearance to anyone she chooses, and also being able to mimic their voice.

John Stamford aka Pyro **Mutation**: Can manipulate fire, and also envelop himself in flames, enabling him to fly and shoot fire from his hands.

Professor Charles Xavier **Mutation: **Has the ability to control people's minds.

Arikara Husan aka Blastergirl **Mutation **Can generate blaster fire through her body and shoot it through her wrists.

Darcin Kopala aka Summoner **Mutation **Has the ability to call animals to him, control them, and send them away whenever he chooses. Also has the powers of a spider. (A/N: Just like Spider-Man!)

Just after the professor's name came up, the holovid screen went to a scene of all the X-men, looking at the camera. "I present to you... the X-men," the voice continued.

The holovid turned off, and the lights went back to Xavier. "About five years ago," he continued, "Serena discovered that she also, among her other powers, could control metal."

The holovid then showed Serena walking across a ravine, but was making a bridge taking pieces of metal from other objects nearby. Obi-Wan now understood how she was riding on the piece of metal before.

"I would now like to tell you about the Jedi mutants," Xavier continued, folding his hands. "A mutant Jedi is allowed to get married, for we figured out that they work better if they have a relationship with someone. Also, mutant Jedi are different from regular Jedi, because they can have emotions: anger, pain, suffering, just like a normal person, but they cannot turn to the Dark Side."

"What do you mean, 'cannot'?" Master Windu asked.

"Because they are mutants, they can experience emotions, but even if they try, they cannot turn," Xavier explained, "It comes from being a mutant. We've tried to see what happens if they get mad or frustrated, but we found out that there were no signs of the Dark Side whatsoever. So mutants cannot become Sith, even if they tried. Only if they are just becoming mutants can they _possibly _turn to the Dark Side, and even then, it's never happened before."

Yoda glanced at Mace, who was incredulous. Anakin was stunned, and looked at Obi-Wan.

"A few years ago we developed a machine that can transform a Jedi into a mutant," Xavier went on. "We've tried it before on one who was willing to become a mutant, and it worked. But the risk is very high. There could be complications, and you don't know what power you're going to get."

"But what if the Sith got a hold of this?" Mace asked. "They could make it so mutants could be Sith."

Xavier shook his head. "The machine would not work," he said, "It would simply make a regular mutant, not an evil mutant. No Sith could change it, hopefully. And that is why the Sith can never get a hold of the machine. We've set up a destructive mode if someone other than the teachers tries to use it, but the Sith might be able to get a hold of it."

Serena came back onto the platform. "I thank you all for coming," she said, "It was about time that you all knew the truth. Thank you." She bowed, and the Jedi stood up and left, talking amongst themselves. Yoda and Mace went to talk to Xavier, and Serena met up with Obi-Wan and Anakin. "So I'll be seeing you guys later?" she said.

They nodded. "I have to leave soon for Naboo," Anakin said. "The trip has been moved forward some. We're leaving in a few days."

Serena nodded. "Okee day," she replied, "Well, I've got to be getting back, it's getting kinda late. See you guys around." She left and met up with Ororo in the hall. "What's up, Storm?" she asked.

"Well, we're going to go back to Dantooine soon," Storm replied, "Yuriko misses Logan, and I miss Kurt. The Professor said we should be heading back soon anyways. What about you?"

Serena sighed. "I'm going with Obi-Wan to try and find the bounty hunter," she said. "I'll miss you guys."

Storm smiled. "Well, we still have a few days," she said brightly, "Why don't we go to Dex's? I'm sure he has something that'll cheer you up."

Serena nodded and they walked out of the temple.

END FLASHBACK

The Professor sat in his large circle-shaped steel room, using his mind tool, Cerebro. It helped him locate other mutants, and now it showed him where Serena was. He slowly opened his eyes.

"Look hon, I'm tellin' you, something's wrong with this Palpatine guy," Logan argued with Yuriko. "You even said that the Padawan Anakin told you that he liked Serena."

He, Yuriko, and the rest of the X-men were in the study, discussing the previous events in Coruscant. Logan was a regular bad boy, but he had a good heart and was a fierce and loyal fighter, devoted to the Jedi mutants. Everyone loved him.

Jean thought for a minute. "I agree with Logan," she said, in her usual quiet voice. "This isn't right. I know something's about to happen." Jean was a powerful mutant, second only to the Professor and Serena. She loved her husband, Scott, and was brave and kind. She, Storm, Yuriko, Mystique, and Serena were the head female X-men.

Just as she said this, the Professor came into the room, looking a bit downcast.

"Professor?" John said, "Is something wrong?" John Stamford, aka Pyro, had a tendency to be a bit of a showoff, but was a good-hearted young man who liked another member of the X-men, Kitty.

Xavier sighed, and looked at all of them. "Serena is in trouble," he confessed, and everyone began whispering, shocked, amongst themselves.

"What? What's happened?" Mystique asked. She had a good talent of hiding her emotions, and had blue skin, yellow eyes, and short red hair. She was an excellent fighter and a loyal member of the X-men, and had been married to Jacen, aka Colossus, for a long time.

"She's been captured on the red planet of Geonosis," the Professor replied, "With the Jedi Knight Obi-Wan Kenobi. They've used some sort of drug on her, she isn't able to use her powers. I'm afraid she'll need help, and I think that everyone should go."

"Everyone?" Jacen echoed.

The professor nodded. "Everyone. Including Rouge, Bobby, John, Darcin, Arikara, and Kitty."

Bobby, Darcin, and John high-fived each other. "All right!" they exclaimed, excited. The girls rolled their eyes.

The professor cleared his throat. "As I was say–" his comlink beeped, and he looked down and pressed it. "Professor Xavier here," he said.

The voice of Yoda could be heard. "Professor, you and your student's help, I will need," he said, speaking from one of the clone ships. "I suspect, that a great army Dooku has. Need your help, the Jedi will."

Xavier nodded to himself. "I'll send a detachment of the X-men right away, Master," he replied.

"Good, very good," Yoda answered. "looking forward to meeting them all, I am."

The X-men went down to their headquarters and changed into their black X-men outfits. Logan had never really liked the style, but went along as graciously as he could. After they had changed, they entered into the _Jedi Mutant_, their starship, which was in the shape of a fighter, and zoomed off. All the children in the school watched them leave excitedly, for all of the X-men to leave together must be a very important mission.

Hope you liked that chapter, it was a bit longer than normal. Well, in the next chapter, Anakin reveals his feelings! Will I keep it the same, or will Padme reject him? It's all up to MOI! Ha ha ha ha... if you review, then I'll update quicker! hint hint!  



	14. The Area & ObiWan Tells Anakin

Hey, thanks so much for your reviews! If you guys want some more flashbacks on how Serena and Obi-Wan met, I'll gladly do that. Oh, and if you guys like a cute and funny Han/Leia fic, check out my oneshot called "Two Princes and a Pirate", I think you'll enjoy it.

Black's Phoenix: Yeah, I agree! Hope you enjoy this chapter!

okanabe: Hey, no worries, man, I understand. Thanks for reviewing! Can't wait till you update your story.

xXxArwenxXx: Hey, thanks for reviewing my story! I'm glad you like it!

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Disclaimer: See chapter one.

In the gloomy tunnel, Anakin and Padme were tossed into an open cart. The murmur of a vast crowd was heard distantly. Guards extended their arms along the framework and tied them so that they stood facing each other, and the driver got up onto his seat.

"Don't be afraid," Anakin said to her gently.

Padme stared at him, tears forming in her eyes. "I'm not afraid to die," she said hoarsely. "I've been dying a little bit each day since you came back into my life."

Anakin was confused. "What are you talking about?" he asked.

"I love you," she whispered.

Anakin stared at her incredulously. "You love me!" he said. "I thought we decided not to fall in love," he said. "That we would be forced to live a lie. That it would destroy our lives..."

"I think our lives are about to be destroyed anyway," Padme cut in. "My love for you is a puzzle, Anakin, for which I have no answers. I can't control it... and now I don't care. I truly, deeply love you, and before we die I want you to know."

They leaned toward each other, and by straining hard, it was just possible for their lips to meet. They kissed softly, but were pulled apart when the cart jerked forward. Suddenly, there was a huge roar and blinding sunlight as they emerged into the arena. The great stadium was packed with tier upon tier of yelling Geonosians.

The cart trundled to the center, where Obi-Wan and Serena were chained to one of four upright posts that were three feet in diameter. The cart stopped, and Padme and Anakin were taken down, dragged to posts, and chained to them.

"I was beginning to wonder if you had gotten my message," Obi-Wan said to Anakin.

Anakin glared at him. "I retransmitted it as you requested, Master," he replied. "Then we decided to come and rescue you."

Obi-Wan looked at his bonds and turned back to Anakin. "Good job!" he congratulated sarcastically. Anakin rolled his eyes but bit back a grin.

Padme pulled a wire from her clothing and placed it in her mouth, causing Serena to grin. She immediately lifted her bottom half up and snatched the same kind of wire from her belt, putting it in her hands.

Anakin and Padme's arms were pulled high above their heads, and the cart drove away. There was another roar as Poggle the Lesser, Count Dooku, Nute Gunray, the Fetts, and dignitaries arrived in the archducal box and took their places.

Sun Fac cleared his throat. "The felons before you have been convicted of espionage against the Sovereign System of Geonosis," he declared. "Their sentence of death is to be carried out in this public arena henceforth."

The crowd roared and cheered. In the box, Poggle put up his hand, and the crowd became quiet. "Let the executions begin!" He called out.

The crowd goes wild as from different gates around the arena, four monsters were driven in. One was a Reek, a bull-like animal, one was a Nexu, a lion like animal, one was an Acklay, a kind of dino-lobster, and the last one was a Nexor, a cross between a Rancor and a Nexu. They were driven in by Picadors carrying long spears and riding Orrays. They poked the monsters toward the center, and then retired to the perimeter.

"I've got a bad feeling about this," Anakin stated, eyeing the Reek, the monster in front of him.

The monsters tossed their heads, looking around, roaring or screeching. Then they caught sight of the four captives and started moving toward them.

"Take the one the right," Obi-Wan put in quickly. "I'll take the one on the center left. Serena, you take the one on the far left. Just relax, concentrate."

"No worries, dude," she replied through her teeth, as she was holding the wire in them. She quickly unlocked one of the chains.

"What about Padmé?" Anakin asked Obi-Wan.

Padme had used the wire she concealed to pick the lock on one of the hand restraints. She turned around and pulled herself up by the chain to the top of the post. Within a moment, she was standing on top of it, trying to pull the chain free.

"She seems to be on top of things," Obi-Wan said dryly. Serena and Anakin groaned, and Serena quickly flipped herself onto the post, crouching on it like a spider. Obi-Wan looked up at her. "Be careful, Serena," he called out.

"Sure thing, you take care of yourself, too," she shouted back. She then tried to free herself of the chain, and suddenly felt a little bit of her power coming back. Slowly, she tried using her metal controlling ability to try and loose the chain apart. She turned down to Obi-Wan. "Hey Ben, I think my powers are coming back!" she yelled down.

"That's good to know," he called, trying to concentrate on the Acklay.

The Reek charged Anakin. He jumped up, and the beast hit the post hard. Anakin landed onto its back, wrapping part of his chain around its horn. The Reek backed off, shaking its head angrily, which tore the chain from the post.

Obi-Wan ducked around the post as the Acklay charged. It knocked the post flat, sending Obi-Wan sprawling. The Acklay crunched the post between its claws, freeing the chain. Obi-Wan leapt up and run towards one of the Picadors, and the Acklay took off after him.

The Nexor, who was just as tall as the Acklay, tried to swipe at Serena, who flipped over and kicked it in the face, sending it roaring back. It quickly recovered and knocked the post over, causing Serena to tumble back with it, but landed easily on the ground. As the Nexor came closer, she desperately tried to pull herself free of the chain, when suddenly the metal snapped, and she was set loose; but her hands were still bound together. Serena then tried to draw out her claws, but they only came out a little bit. She growled and ran off to try and escape the approaching animal.

The Nexu arrived at Padme's post and reared on its hind legs. On top, Padme struggled to tear the chain free. The Nexu roared, displaying wicked, dripping fangs.

In the archducal box, Nute Gunray beamed and rubbed his hands.

Back in the arena, Obi-Wan ran at the Picador. The Orray reared up, and Obi-Wan grabbed the Picador's long spear and pole vaulted over him. The chasing Acklay smashed into the Orray, which immediately went down. The Picador tumbled onto the sand, where he was crunched by the Acklay.

Anakin's Reek started to buck and charged around the arena with poor Anakin hanging on for dear life. He whirled the free length of chain around his head and cast it into the Reek's mouth. Its jaws clamped hard on the chain. Anakin yanked hard on the chain, turning the Reek, and beginning to ride it.

Serena was beginning to get more of her power back. She drew out her claws, and found that they came almost all the way out. With a smug smile on her face, she leapt on top of the Nexor and began driving her claws into its large head again and again.

The Nexu's claws dug deep into the post. The cat-like creature reached the top of the post and takes a swipe at Padme. She turned and the claw barely caught her shirt ripping the bottom of it off, leaving superficial claw marks across her back. She hit the creature with her chain and it backed off down the pole. Then, she jumped off the post into the air, swung around on the chain, and whacked the beast hard on the head with both her feet. It tumbled back onto the sand. Padme climbed back up the pole, scrambling to the top.

In the archducal box, Nute Gunray fumed. "Foul!" he shrieked. "She can't do that... shoot her.. or, or something!"

Back in the arena, Obi-Wan ran out from behind the fallen Orray and threw the spear at the Acklay, hitting it in the neck. It lets out a terrible screech, and he grinned, thinking he had fatally wounded it. It snatched the spear with its teeth and snapped it in two. Obi-Wan had a worried look on his face as he darted away. _Well, that didn't work._

He saw Serena, who was by the minute gaining more power, driving her claws, now full length, into the Nexor, who was quickly dying. She finally drove her claws in one last time, before she jumped down gracefully next to Obi-Wan, an angry look on her face. She used her power to make the metal handcuffs come off, cracked her neck and fingers again, and he grinned at her. She smiled grimly and ran off to get Anakin and Padme.

The Nexu sprung up and made to leap up at Padme again, who finally managed to work the chain loose. Anakin came charging up on the Reek and drove it into the Nexu, which was killed. "You okay?" he called out anxiously.

Padme nodded, gasping. "Sure!" she replied.

"Jump!" he ordered.

Padme leapt from the top of the post to land on the Reek behind Anakin. She quickly kissed him on the cheek, and the Reek charged away, around the arena and passed the wounded Acklay, Obi-Wan, and Serena. The two Jedi ran and jumped on the back of the Reek behind Anakin and Padme.

"What took you so long?" Anakin said sarcastically to Obi-Wan, who rolled his eyes and turned to Serena. "If you would be so kind?" he said, holding out his hands. She made the chains fall off instantly. "I wish that I could do more to use my powers, but I don't think that I should unleash them here in front of all these people," Serena spoke up. "It wouldn't be wise."

The other three nodded. "Oh, Padawan, I have to tell you the good news," Obi-Wan added, "I'm going to become a mutant."

Gasp! What will Anakin and Padme think? Find out in the next chapter, but don't forget to review!  



	15. The Battle Begins

After so long a time when I couldn't get my files back.. I HAVE! YESSSS! WOO HOO! Now I can update this story, along with my other ones. FINALLY!

Black's Phoenix: So sorry for not updating sooner! That goes for all of you wonderful reviewers, too! Thanks for your review!

xXxArwenxXx: We will see, yes, we will see! Thanks for reviewing!

Adame shmi Skywalker Vader: yes, it was rather random, wasn't it? I think you'll like Anakin's reply!

Hopeless4life: Thank you! hope you enjoy this chapter.

JediMan: Hello there! Thanks for reviewing this story.. and since I can update this story.. you know what that means... I CAN START THE 'I AM ME' SEQUEL! YEAAHHH! After I finish the interlude, which will be soon.

Writin' Dude: Thank you for your nice review! I updated my I Am Me interlude.. and can post the sequel when it's finished! the waiting will SOON be over now that I have my files back!

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**Chapter 15**

"How nice," Anakin shouted back over the roaring crowd, not even phased, "Padme and I are going to become mutants, too." Padme stared at him, surprised, and Obi-Wan and Serena were shocked.

"You what?" Serena shouted.

Padme grinned sheepishly.

"Since when did you discuss becoming mutants?" Obi-Wan asked incredulously. He wondered how long this had been going on.

Anakin shrugged. "We just decided, actually, today," he replied. "But we both want to be mutants, and also be together, without breaking any rules. Right Padme?" She nodded happily.

Serena and Obi-Wan smiled at each other. "Well, if we all live through this thing, then I'll be sure to get you both a nice wedding present!" Serena said.

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In the archducal box, Nute Gunray turned angrily to Count Dooku. "This isn't how it's supposed to be!" he raged. "Jango, finish her off!"

Dooku motioned for the bounty hunter to stay put. Boba Fett was enjoying the spectacle. Dooku smiled enigmatically. "Patience, Viceroy, patience, she will die," he assured his friend. With that sentence, Droidekas rolled to the center of the arena where they transformed and surrounded the Reek and contained the Jedi.

In the archducal box, amid the uproar, Mace Windu slowly made his way towards the Count. He ignited his lightsaber and held it to Jango's neck.

Dooku turned to see Mace Windu standing behind him, and masked his surprise elegantly. "Master Windu, how pleasant of you to join us," he said. "You're just in time for the moment of truth. I would think these three new Jedi of yours could use a little more training."

"Sorry to disappoint you, Dooku," Mace replied coldly. "This party's over." He signaled, and at strategic places around the arena there are sudden flashes of light as about one hundred Jedi switched on their lightsabers. The crowd was suddenly silent, and Dooku's lips curled in slight amusement.

"Brave, but foolish, my old Jedi friend," he said to Windu. "You're impossibly outnumbered."

Mace snorted. "I don't think so. The Geonosians aren't warriors. One Jedi has to be worth a hundred Geonosians."

Count Dooku looked around the great theater, his smile growing. "It wasn't the Geonosians I was thinking about," he said. "How well do you think one Jedi will hold up against a thousand Battle Droids?"

Mace had been told from Yoda that the entire Jedi mutant team was coming to help, and he would have said something to Dooku, but in truth, he didn't want to ruin the 'surprise'. He himself was curious to witness the powers of all these mutants, and wondered when they were going to arrive.

Dooku signaled, and thousands of droids started to pour into all parts of the arena. Jango fired his flamethrower at Windu, igniting his robe. The Jedi Master jumped into the arena, and the battle began. Geonosians, not known for their bravery on any account, flew away everywhere. The droids fired at Jedi, who deflected the bolts and cut down the droids. The Geonosian troops, a little braver, fired ray guns that were more difficult for the Jedi to deflect.

Meanwhile, several Jedi ran to the center of the arena and threw lightsabers to Obi-Wan, Serena, and Anakin. Serena looked happily upon her two double bladed purple lightsabers, and jumped off the Reek, eager for battle.

The Reek was spooked by the battle, bucked the riders off its back, and stampeded around the arena, trampling droids and Jedi that have moved into its path. Padme picked up a discarded pistol and joined the fight.

Among the crowd, Jedi cut down swaths of Geonosians and droids. On the sand, Jedi fought furiously, attacking droids. Obi-Wan, Serena, and Anakin swung their lightsabers, cutting the droids in half.

By now Serena's powers were in full swing. With one motion she hurled a large forcefield at a sea of approaching droids, knocking them all down and destroying them completely. She then held up both her hands and hurled waves of fire at the droids and Geonosians, burning them all until they quickly melted. She continued to do flips and acrobatic moves in the air and on the ground, all the time using her powers and lightsabers. She was an force that could not be stopped, and all the Jedi were amazed. She knew now that she could not hide her powers from the universe anymore.

"That's my girl," Obi-Wan said to her proudly, as she cut down a droid in front of him.

She smiled. "Don't think that I'm going to let you fight on your own, because you're not," she replied, and held up a hand. Her eyes became red, and a whole other mass of droids was hurled against the arena wall. He stared at her, and she grinned sheepishly. "That's another mutant's power that I used," she explained.

Padme simply blasted away at droids and Geonosians.

Mace Windu ran to the center of the arena and fought back to-back with Obi-Wan and Serena, as they swiped and mangle more droids. Among the tiers, the Jedi were slowly being driven back. They had killed heaps of Geonosians and knocked out piles of droids, but sheer numbers were telling. Individual Jedi were being cut down or blasted, and the rest were retreating into the arena.

Anakin and Padme, meanwhile, were back-to-back, fighting droids and flying Geonosians. "You call this diplomacy?" he said to her as they took cover behind an overturned cart.

"No, I call it aggressive negotiations," Padme smiled. Anakin grinned and turned back to the fight.

Threepio's body with the Battle Droid head entered the arena. "My legs aren't moving, I must need maintenance," it said in a monotone. The droid was fired upon and knocked back, and its head went flying off Threepio's body.

Padme jumped on top of the Orray pulling the execution wagon. Anakin ran, jumped, and landed in the cart, deflecting laser blasts with his lightsaber. Padme blasted Battle Droids as the two rode through the arena.

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Hope you liked that chapter! Please feel free to leave a review.. but no flames. I will not tolerate them!  



	16. The Battle Wages on

OK, here's the next update! This story's not too much longer... but there's a sequel after this!

mastercontoro: Thank you so much for your reviews! I was actually going to introduce Magneto in the sequel after careful consideration... but he won't be REALLY evil like he is in the movies. He'll just be a little more dangerous. I'll have to add more mutants in, such as Archangel and Juggernaut, because they're going to be in the upcoming X-Man 3 movie. I'll have to see it first before I know what they can do, though! Thanks!

xXxArwenxXx: Yep! I'm not very keen on Anakin turning to the Dark side.. but there will be more surprises coming along! Thanks for your review!

Hopeless4life: I thought that was funny, too. Thanks so much for your review, hope you enjoy this chapter!

Adame shmi Skywalker Vader: Yeah, Anakin probably picked it up from him! Thanks so much for your constant reviewing!

* * *

Chapter 16 

Disclaimer: I own Star Wars and the X-Men. Yeah... and I'm also a droid. (Talks in a montone voice)

Mace Windu ran to the center of the arena and fought back to-back with Obi-Wan and Serena, as they swiped and mangle more droids. Among the tiers, the Jedi were slowly being driven back. They had killed heaps of Geonosians and knocked out piles of droids, but sheer numbers were telling. Individual Jedi were being cut down or blasted, and the rest were retreating into the arena.

Anakin and Padme, meanwhile, were back-to-back, fighting droids and flying Geonosians. "You call this diplomacy?" he said to her as they took cover behind an overturned cart.

"No, I call it aggressive negotiations," Padme smiled. Anakin grinned and turned back to the fight.

Threepio's body with the Battle Droid head entered the arena. "My legs aren't moving, I must need maintenance," it said in a monotone. The droid was fired upon and knocked back, and its head went flying off Threepio's body.

Padme jumped on top of the Orray pulling the execution wagon. Anakin ran, jumped, and landed in the cart, deflecting laser blasts with his lightsaber; Padme blasted Battle Droids as the two rode through the arena.

The Battle Droid body with Threepio's head entered the arena, carrying a blaster rifle.

"Where are we? A battle!" the poor droid cried. "Oh, no! I'm just a protocol droid. I'm not made for this. I can't do it. I don't want to be destroyed! I'm programmed for etiquette, not destruction!"

Jedi Kit Fisto used the Force to knock the Threepio Battle Droid backward onto the arena floor. A downed Super Battle Droid fell on top of Threepio's Battle Droid body, pinning him to the ground.

"Um, excuse me, I'm trapped, I can't get up," he said, somewhat distressed.

Meanwhile, Serena, Obi-Wan, and Mace fought back-to-back, lightsabers flashing and forcefields and metal parts flying, when suddenly the Reek charged and separated the three of them. The beast then chased Mace Windu across the arena, and he slashed at the it, but lost his lightsaber.

Jango Fett, watching from above, rocketed down into the arena to battle with the dark skinned Jedi. Windu retrieved his lightsaber, and the Reek tossed Jango away to the side, causing the bounty hunter to cry out in pain. Fett ended up under the creature, trying to avoid the creature's massive hoofs, which were pounding around his body. Finally, he managed to become free and shot the Reek, dodging it just before it hit him. Jango turned to Mace and fought fiercely with him, but Mace was the better opponent.

But before Mace could kill him, Serena zoomed over and held up a hand to the Jedi.

"This one's mine," she said coldly. Jango fired at her expertly, but she called his guns out of his hands and turned them around so that they were facing him. "One move and you're dead," she stated, and Jango stood stock still. "Oh wait, never mind, I was going to kill you anyways," she continued nonchalantly, and fired both guns that were hanging in the air. Jango fell down dead.

Obi-Wan was attacked by the Acklay and finally slew the beast with his lightsaber, first chopping off its legs and then stabbing it in the throat.

Artoo found the Battle Droid with Threepio's head attached. "Artoo, what are you doing here?" Threepio cried. Artoo beeped and shot a projectile from his body that attached a suction device to Threepio's head, and pulled the head away from the Battle Droid.

"Oh, this is such a drag," Threepio said tiredly. Artoo dragged Threepio's head across the arena and put in next to his body. "I am quite beside myself," Threepio said huffily. Artoo reattached it to his body, using an extendable welding arm. "Please be careful, you're singing my circuits!" Threepio cried. "Are you sure my head's on straight?"

Mace Windu, Obi-Wan, Serena, Anakin, Padme, and an exhausted group of about twenty Jedi stood in the center of the arena surrounded by a ring of battle droids. The bloodied sand around them as strewn with the bodies of dead Geonosians, shattered droids, and Jedi.

Ki-Adi-Mundi, Aayla Secura, and the survivors from the raiding party were herded into the arena by super battle droids. From the encircling tiers above, thousands of battle droids leveled their weapons menacingly.

Obi-Wan put a hand on a dead Jedi's face, and then glanced at droids and then to Serena. "Can you use your power to control metal and crush them all?" he asked.

She slowly shook her head. "No, they have too many," she confessed. "I'd probably kill myself."

In the archducal box, Count Dooku lifted his hand. The droids lowered their weapons, and the Count called out to the Jedi. "Master Windu!" he said, voice ringing out over the emptied stadium. "You have fought gallantly. Worthy of recognition in the history archives of the Jedi Order. Now it is finished." He paused briefly. "Surrender – and your lives will be spared."

"We will not be hostages to be bartered, Dooku," Mace snapped angrily at that thought.

Count Dooku feigned sadness. "Then, I'm sorry, old friend. You will have to be destroyed."

The droids raised their weapons, and Anakin, Padme, Serena, and Obi-Wan looked to each other and nodded. Count Dooku raised his hand to give the order to fire, when suddenly, Serena looked up. "Look!" she shouted, staring.

Above, six gunships and one ship, which Serena knew instantly, were descending fast through the open area in the arena ceiling and landed in a cluster around the handful of Jedi. Clone troopers spilled out and began firing at the droids, and there as a storm of laserfire that bounced off the laser shields created by the Gunships. Yoda appeared at the door of one of the Gunships.

"Circle the Jedi. A perimeter, create, around the survivors," he ordered.

The surviving Jedi dashed to the Gunships and scrambled in. Mace Windu hung on tight as the Gunship, firing all its weapons, rose out of the arena up and over the topmost rim.

The familiar ship which Serena knew, zoomed away when they found that Serena, Obi-Wan, Anakin, and Padme had all gotten on a Republic gunship, and flew alongside it. Obi-Wan looked at the ship and saw through the cockpit window, two people wearing black.

"Who's that ship?" he asked the clone pilot.

"That's the mutant ship, Master Jedi," the pilot replied.

Obi-Wan stared at Serena expectantly. She closed her eyes and focused, hearing a familiar and welcoming voice. _Serena,_ she heard Jean say, _It's good to see that you're alive._

_Nice to hear from you again, Phoenix,_ she replied. _Thanks for coming by._

"Well, who is it?" Anakin asked impatiently. Padme glared at him.

"Just wait," she scolded.

"It's the X-men," Serena spoke up suddenly. "I have to go."

"What? Where?" Obi-Wan questioned, very confused. He didn't want anything to happen to her while she wasn't close to him.

She simply smiled. "I will return when I am needed," she responded, "Right now I have to help the Jedi fight the droids. Don't worry about me, I have powerful friends. See ya later, guys." And with that, she disappeared in a puff of blue smoke. The three of them were silent for the next few minutes.

She appeared right in the cockpit of the _Jedi Mutant_, where Jean and Storm were piloting. "Hey guys, long time no see," she smiled, and patted them on the back.

"Good seeing you too, Serena," Jean grinned, "Take a seat."

* * *

Well, she's reunited with the rest of the X-team! Hope you enjoyed this chapter, and don't forget to leave a donation in the blue box below! Thanks!


	17. Serena Returns to the XMen

Thank you for your reviews! I greatly appreciate them!

cloudtifa82: Thank you for your review. Unfortunately, I had written this story rather a long time ago, so it's not as well written as I should like it. But thank you! Serena is a main character, I should present her more. I just didn't want her to end up like a Mary Sue. Thanks for your review!

Hopeless4life: Thanks for your review! Hope you enjoy this chapter!

JediMan: Hello again! That's a great idea for the sequel title, I probably am going to change it to something like I Am Me: Dark Angel. I like that better, but we'll see. Thanks for your review!

Adame shmi Skywalker Vader: Thanks for your review, I'm glad you think Obi-Wan's in character!

Super Tinfoil Man Part 2: Thanks for your reviews! The sequel to this is not going to be Revenge of the Sith, it's going to be in between this and ROTS. But ROTS isn't going to be AT ALL like the normal one. Well, maybe a little. We'll just see!

* * *

Chapter 17 

Disclaimer: I don't own Star Wars or the X-Men. I do own Serena and any other character I create! Lucky me!

Serena nodded and went back to where the others were strapped in their seats. "Hey, Serena, what's up?" Pyro shouted. 

She slapped hands with all of them as she went down the aisle. "The sky, Pyro, last time I checked," she grinned sneakily. Chuckles could be heard from the seats up ahead.

"Oh Storm, Jean, fire at that building," she called out suddenly, pointing to Dooku's head building.

"Sure thing," Storm replied, and blasted the building.

Mystique was confused. "What did you want to blast that building for, Serena?" she questioned, confused.

Serena glanced at her.

"Yeah, other than it's really ugly and looks like a termite hive," Arikara quipped. Mystique smiled, and John snickered.

Serena sighed. "Well, that's the place where Dooku made the potion which made me unable to use my powers for a while," she explained, noticing the angered looks from her comrades.

"You've got some explaining to do, Serena," Wolverine growled, sticking out his three claws. Lady Deathstrike's eyes flashed an angry blueish white, as they did when she was furious. Otherwise her eyes were a dark brown.

"Yeah, I know," Serena replied bitterly, thinking of Dooku, and began to tell them the whole story. While explaining, she used her morphing powers so that she was wearing her black X-men's outfit again.

On the arena grounds, Artoo beeped as Threepio tried to sit up. "What happened?" he asked, confused. "I had the most peculiar dream."

In another part of the deserted arena, Boba Fett found his father's battered helmet. Kneeling down, he picked it up and lowered his head in sorrow. Serena would pay for killing his father.

The massed lines of parked Trade Federation Starships and the droids surrounding the arena, were themselves surrounded by thousands of Republic Starships, disgorging tens of thousands of clone troopers. Beyond, more Republic Starships were landing and spewing out troops.

The Republic Gunships circled towering stalagmites as they headed toward the assembly point, and winged Geonosians fired laser cannons up at the Gunships.

Dooku, Poggle, Nute, and Rune entered a huge command center. In the center of the room there was a large circular viewscreen and, around the perimeter of the room, Geonosian soldiers monitored the clone army's advances on large semitransparent maps. In one corner of the room there was a large monitor flashing a variety of images, like schematics to a familiar planet-sized mechanized weapon.

"All our communications have been jammed, we are under attack," Poggle snarled angrily, shaking his fist.

"The Jedi have amassed a huge army," Nute put in, frightened.

Dooku shook his head. "Where did they get them? That doesn't seem possible. How did the Jedi come up with an army so quickly?" he said.

"We must send all available droids into battle," Nute replied.

Dooku shook his head again dejectedly. "There are too many. They will soon have us surrounded."

Ground fire and explosions rocked the Gunship, and Padme, Anakin, and Obi-Wan steadied themselves. "Hold on!" Obi-Wan cried, grabbing onto a handle that was put into the ceiling of the craft.

Dooku , Poggle the Lesser, Nute Gunray, and Rune Haako stood around the viewscreen, continuing to watch the droids getting beaten.

"This is not going well at all," Nute moaned.

Poggle agreed. "Order a retreat," he snapped, "I am sending all my warriors deep into the catacombs to hide."

"We must get the available starships back into space," Rune glowered.

Dooku nodded curtly. "I'm going to Coruscant," he added. "My Master will not let the Republic get away with this treachery."

Poggle crossed to the holographic schematic and downloaded it into a cartridge. He gave it to Dooku, who took it eagerly. "The Jedi must not find our designs for the ultimate weapon," he said. "If they have any idea of what we are planning to create, we are doomed."

"I will take the designs with me," Dooku replied. "They will be much safer with my Master."

Meanwhile, back in Mace Windu's gunship, Mace stared at the incredible sight. "Captain, land at that assembly point ahead," he shouted over the roar of the engines.

The clone nodded obediently. "Yes, sir," he replied, and the Gunship landed. Mace, Mundi, and the clone troopers spilled from the Gunship and joined the ground battle. The Gunship lifted off with Yoda on board. "Capture Dooku, we must," he said anxiously. "If escapes he does, rally more systems to his cause, he will."

The _Jedi Mutant _landed quickly at the Forward Command Center, where they all exited the ship and ran up to the viewing towers.

"Commander, what's the status?" Scott asked firmly.

"The droid army has put out nearly all of its battalions, sir," the clone replied, "And they have many droids. But we have more troops."

Scott nodded, and Logan jumped into the conversation. "How many do ya guys got, anyhow?" he asked.

The clone looked at his records. "Around one million troops, sir," he answered.

Logan whistled. "That's a lot," he remarked.

The clone troopers opened fire with artillery, and explosions wrecked the parked Battle Starships. The clone troopers advanced, firing at the massed droids, and fighter droids flew overhead, exchanging fire with the Gunships and Jedi fighters.

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Well, that's chapter 17. A bit boring, but it'll get more exciting, I promise. Don't forget to review!


	18. The Mutants Join the Clone Wars

Well, it's almost over! And then onto the sequel! That's gonna be totally AU, kinda during the Clone Wars. Just for your info, I probably won't be updating as quickly as I should like, cause I have a lot of writing on my other stories to do.

But, in the sequel, some new mutants will be featured, such as Angel, Magneto, and Callisto!

HAPPY MEMORIAL DAY!

dmitchell: Well, Palps isn't gonna get it in this story, but in the sequel after the sequel, he's gonna get it. Sorry if I'm confusing you!

xXxArwenxXx: Thank you! I'm glad you like my story.

Adame shmi Skywalker Vader: Thank you! The X-Men rock!

* * *

**Chapter 18**

Disclaimer: See chapter one!

"More battalions to the left," Yoda commanded. "Encircle them, we must, then divide."

Gunship #2, the one with Obi-Wan, Padme, and Anakin, skimmed the battlefield, firing down, deflecting answering fire from the droids, while the three of them watched from the open Gunship.

On the battleground below, clone troopers riding speeder bikes advanced toward the battlefield. Trade Federation spider droids fired at the clone troopers and Republic Gunships, and lightsaber-wielding Jedi slashed through battle droids as the battle raged on.

The mutants ran out of the Command Center and ignited their lightsabers, sticking together as they put their powers into action and began fighting furiously.

"Look at that!" Obi-Wan exclaimed, as he saw someone whirling sand around herself, and the droids disappeared in a sudden tornado that came from the now darkened sky. Anakin and Padme moved beside him and watched as a long stream of laser came out from another person's eyes, and then suddenly stopped, only to appear once again.

"It's the mutants," Padme said softly, making Obi-Wan and Anakin glance at her.

Their Gunship flew low toward the Techno Union starships.

"Aim right above the fuel cells," Anakin said suddenly.

Laser fire pelted the base of the Techno Union ship. Rocked with explosions, it began to tilt over and the Gunships split up, flying past.

"Good call," Obi-Wan praised. "Those Federation starships are taking off. Target them quickly."

One Trade Federation starship began to rise from its docking port, but their Gunship fired on the starship, with no apparent damage.

"They're too big, Master," Anakin put in. "The ground troops will have to take them out."

"Or the mutants," Obi-Wan responded.

* * *

The Gunship, with Yoda on it, landed at the Command Center, and the Jedi Master disembarked.

"Master Yoda, all forward positions are advancing," the clone commander spoke up.

Yoda nodded. "Very good. Very good," he replied, walking slowly with his cane.

The Gunship continued to fire on the Trade Federation starships, but the starships continued to lift into the sky.

"Concentrate all your fire on the nearest starship," Yoda ordered.

"Yes, sir," the clone replied.

The starship finally began to weaken under the constant fire. It began to fall and then exploded in a fireball.

Serena looked up at the other flying starships. "Storm, Phoenix, look!" she shouted, pointing to the starships.

"Let's take them down!" Storm shouted back, and concentrated on aiming her lightning on one of the starships. Jean used her power to shut down the systems of one of them, and Serena used her ability to throw another one back into the ground.

Obi-Wan, Anakin and Padme were at the open sides of the Gunship. Clones fired down at the droids below. The Gunship slowed, circling over a droid gun-emplacement. It blasted it, but suddenly the Gunship was rocked by a near miss. It lurched violently.

"Look over there..." Obi-Wan said, pointing to the speeder.

Anakin glared. "It's Dooku! Shoot him down!" he shouted to the pilot.

Through the other side of the Gunship, they saw a Geonosian Speeder racing past, and in the open cockpit was the unmistakable figure of Count Dooku.

"We're out of rockets, sir," the clone admitted regretfully.

"Follow him!" Anakin said, exasperated.

Padme was worried. "We're going to need some help!" she cried, thinking about Serena.

Obi-Wan shook his head. "No, there's no time. Anakin and I can handle this."

Padme looked at him, not too sure about that. _You need the mutant's help..._

Dooku signaled the two fighters flanking his ship. They veered off left and right, looped around, and came up behind our heroes' Gunship. To avoid the beak-wing fire, the Gunship banked up a steep dune but was still hit. The ship lurched on its side, and Padme and a clone officer tumbled out.

"Padmé!" Anakin shrieked. He stared down in horror as Padme hit the ground below. "Put the ship down!" he cried frantically.

"No, she'll be all right!" Obi-Wan argued. "Follow that speeder," he continued to the pilot.

Serena instantly felt Padme's pain as she hit the ground, and knew something was wrong. It was time to help her friends. "Guys, come on, we have to leave!" she shouted, and summoned the ship to them.

"Why?" Pyro shouted, having fun as he threw a fireball at some more droids.

"Because my cousin is in trouble, and my friends are too!" Serena yelled back, and opened the hatch. The mutants quickly ran up into the ship and took off towards Padme.

The Gunship continued its pursuit of Dooku's speeder, followed by the two beak-wing fighters.

"Lower the ship!" Anakin shouted angrily.

Obi-Wan glared at him. "Anakin, I can't take Dooku alone," he protested. "I need you. If we catch him we can end this war right now. We have a job to do."

"I don't care!"

"You shall be expelled from the Jedi Order if you don't obey orders!"

"I can't leave her!" Anakin cried desperately, tears running down his cheeks.

Obi-Wan looked at him sadly. "You have to trust that she'll be all right," he said, "What do you think Padmé would do if she were in your position?"

Anakin sighed. "She would do her duty," he said, resigned. Obi-Wan put a comforting hand on his shoulder.

Yoda stood next to the clone commander and sensed something was wrong with Padme and Serena. "Hmmmm..." he said thoughtfully.

The clone turned to him. "The droid army is in full retreat, sir," he informed him.

Yoda nodded. "Well done, Commander. Bring me my ship."

On the ground, a clone trooper approached Padme and knelt beside her. "Are you all right?" he asked anxiously.

Padme groaned. "I think so."

"We better get you back to the Forward Command Center."

Padme stood up quickly. "No, no," she shook her head. "Gather up what troops you can. We've got to get to that hanger. Get a transport. Hurry!"

The clone nodded. "Right away," he replied, and they both began to run. Suddenly the mutant ship flew over them, and Kurt and Serena instantly appeared on the ground in front of them. "Come on, Padme, let's go," she said, and grabbed her hand. Kurt grabbed onto the clone's and they both teleported back onto the ship.

* * *

Good thing the mutants are around to help! Don't forget to leave a review, but remember, no flames!


	19. It's showdown time!

It's almost over, people! And then onto the totally AU sequel!

Super Tinfoil Man: Well, we'll see. It will be different, yes. Thanks!

xXxArwenxXx: thanks so much for sticking with my story, I really appreciate it!

Adame shmi Skywalker Vader: Thank you, I'm glad you think I caught Obi-Wan's understanding. What's gonna happen with Jean? Well, she's not turning evil like she did in the movie... and Xavier's still here! BTW, did you stay after the credits in the X-Men 3 movie? If you didn't, I'll tell you what happened in the next chapter.

* * *

Chapter 19 (just a warning, these two chapters aren't going to be very long. Sorry!) 

Disclaimer: If I owned Star Wars, Obi-Wan woulda gotten a Jedi Chick.

Anakin and Obi-Wan watched as Count Dooku's speeder parked outside the tower; the Gunship parked next to it. The two Jedi leapt down and ran inside the tower.

Count Dooku, now inside, threw switches on a control panel, his Interstellar Sail Ship as parked nearby. He turned slowly as the Jedi appeared.

"You're going to pay for all the Jedi you've killed today, Dooku," Anakin snapped, furious.

"We'll take him together - you go in slowly on the..." Obi-Wan began to say to Anakin, but the young man was too rash.

"No, I'm taking him now!" he shouted.

Obi-Wan gaped. "Anakin, no!"

Anakin charged across the open space at Dooku, who smiled faintly, watching him come. Anakin raised his lightsaber, but at the last moment, Dooku thrust out an arm and unleashed a blast of Force lightning. Anakin was hurled across the room and slammed into the opposite wall. He slumped to the foot of the wall, semi-conscious. Count Dooku moved toward Obi-Wan.

"As you can see, my Jedi powers are far beyond yours, now, back down," he said, and unleashed another string of lightning.

Obi-Wan lifted his lightsaber and blocked it. "I don't think so," he replied firmly.

Count Dooku smiled and ignited his lightsaber. Obi-Wan came in fast, swinging at Dooku's head, but Dooku parried the cut easily. As they fought, it quickly became clear that Dooku was the complete swordsman, elegant, graceful, classical - a master of the old style.

"Master Kenobi, you disappoint me," he mocked. "Yoda holds you in such high esteem." He parried another cut and then thrusted; Obi-Wan stepped back quickly, panting for breath.

"Come, come, Master Kenobi. Put me out of my misery," Dooku continued to taunt.

Obi-Wan took a deep breath, got a fresh grip on his lightsaber and came in again. For a moment, he drove Dooku back; but Dooku's superior skill began to tell again, and he forced the Jedi Knight to retreat. Count Dooku then increased the tempo of his attack, and Obi-Wan was pushed to the limit to defend himself. Dooku pressed hard against Obi-Wan lightsaber, smiling evilly. His lightsaber flashed suddenly, and wounded Obi-Wan in the shoulder, then the thigh. Obi-Wan cried out and fell to the ground, his lightsaber skittering across the floor.

Count Dooku raised his lightsaber to deliver the final blow; Obi-Wan looked up at him helplessly. Anakin panted for breath, and looked in horror at the scene.

Dooku's lightsaber flashed down and clashed suddenly against - Anakin's lightsaber! He and Anakin stared eyeball to eyeball.

"That's brave of you, boy - but foolish," he commented, not noticing when Obi-Wan used the Force to bring his lightsaber to himself. "I would have thought you'd have learned your lesson."

Anakin grinned cockily. "I _am_ a slow learner," he replied, and charged at Dooku.

"Anakin!" Obi-Wan cried, and tossed his lightsaber to his Padawan. With two lightsabers, Anakin attacked, and the force of his attack caught the Count slightly off balance. Anakin's lightsabers flashed, and Dooku drew back.

"You have unusual powers, young Padawan," he said curiously. "But not enough to save you this time."

Anakin laughed grimly. "Don't bet on it!"

The Count parried and riposted. It was no contest, and Anakin was driven back against the wall, losing one lightsaber. Finally Count Dooku, in one flashing move, sends Anakin's arm, cut off at the elbow, flying, still gripping his lightsaber, and Anakin dropped to the ground in agony. Count Dooku drew himself up, looking at Anakin lying, unconscious, next to Obi-Wan, who looked at him sadly.

Suddenly, he started, for hearing many footsteps approaching. He turned, and through the thick smoke, emerged the figure of Serena. She stopped on the smoke-filled threshold, simply studying him, her eyes darkened.

More footsteps could be heard coming, and Obi-Wan looked around him to see fourteen more figures moving closer, surrounding the Count, who was looking rather frightened at this point. The figures, who were of course the X-men, stopped in a circle around the Count, simply looking at him darkly.

He frantically tried to use the Force lightning on a white haired lady, but she simply smiled as the lightning ran through her body, not even harming her. His jaw dropped, and he tried to hurl a piece of machinery at another younger looking girl, but the machinery simply went through her body and came out the other side, dropping to the ground. He stared at them.

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Whoa ho ho, I guess Dooku didn't count on the X-Men, did he? Review and find out what happens next!


	20. The Final Chapter

OKIE DOKIE! This is the final chapter of this story. I don't know if I'll do the sequel, cause I got much more stuff on my hands, and this story doesn't get as many reviews as my other ones, but we'll see. I've already written 20 chaps for the sequel, but I don't know.

Special thanks to the people who've stuck with this story!

Super Tinfoil Man: You got it, hit the nail straight on the head!

xXxArwenxXx: Now you can see in this chapter! Thanks!

Infinite Inferno: Thank you so much for reviewing this story! It's not my best work, seeing as how I started it about a year ago and it's not nearly as well written as my present stories. If you want a really detailed description of the X-Men, I suggest Wikipedia, or Google them. Kitty was the girl who let the machine go right through her. I really recommend seeing the movies, they're awesome! But here's a brief explanation:

Jean Grey aka Phoenix: She has telepathic and telekenetic powers, such as moving things with her mind.

Scott Summers aka Cyclops: He has laser eyes that he controlls with special glasses. His lasers can blast through buildings.

Prof. Xavier: He has telekenetic abilities and controls other people's minds.

Logan aka Wolverine: Has adamantium claws and skeleton, a special indestructable metal. Also can heal extremely quickly. Lady Deathstryke has the same abilities.

Kitty Pryde aka Shadowcat: Can 'phase' herself through solid objects. (basically go through them)

Bobby aka Iceman: Controls ice.

John aka Pyro: Manipulates fire.

Ororo Munroe aka Storm: Controls the weather with her mind.

Raven Darkholme aka Mystique: Can morph herself into other people or animals.

Peter ( In this story, Jacen) aka Colossus: Has a special metal covering that he can put over his body.

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**The Final Chapter **

**Disclaimer: See chapter one. **

Serena came forward slowly, glaring at him. "_No one_ hurts my friends," she stated coldly, and drew her two lightsabers out, igniting them. He tried to use lightning on her too, but Cyclops pressed the release button on his glasses/mask, and let out a stream of laser that hit the Count, sending him flying across the room, injured.

Phoenix then lifted him up into the air, and Invisible Girl leapt into the air, lightsabers flashing, spun around and chopped off his head. She then let him drop to the ground, and looked at him for a second before running over to Obi-Wan.

"Ben, are you all right?" she asked gently, brushing his hair back with her fingers.

Padme ran to Anakin and quickly knelt beside him. "Serena, help!" she said.

Obi-Wan looked at Serena. "Help my Padawan first, and then worry about me," he groaned, "I've only got burns, he's got no arm."

"He will soon," Serena answered, and went over to Anakin. The X-men crowded around anxiously as she put her hands on his head and closed her eyes. In a few seconds, Anakin's arm suddenly grew longer, and his hand grew back. He flinched and opened his eyes slowly, only to see many people smiling down at him, and Padme flung her arms around his neck.

"Are you ok, Anakin?" she asked worriedly.

He sat up, nodding slowly, and looking at the X-men. Suddenly he glanced down at his arm, confused, and turned to Obi-Wan. "What... happened?" he asked, frowning. "I thought Dooku cut off my arm."

"He did, Anakin," Serena spoke up, "But I healed you. You're fine, and you still have both of your arms."

He smiled gratefully, flexing his fingers. "Hey thanks, that's a lot better," he replied, and Bobby gave him a hand up.

Serena moved over to Obi-Wan and healed his cuts, and she pulled him up off the ground. "You ok?" she asked.

He nodded. "Thanks to you, and Anakin I am," he remarked, studying the X-men.

Logan grinned broadly. "Nice to finally meet Serena's boyfriend," he said, sticking out a hand. "Name's Logan, or Wolverine."

Obi-Wan raised an eyebrow, but shook his hand all the same. "Obi-Wan Kenobi," he replied. "It's good to meet you, too." He and Anakin were introduced to all of the X-men, who told him they were glad he felt better, and were looking forward to having them on the team.

"You have all met, I see," a sudden voice startled them. They turned to see Yoda standing there. "But told me you were going to become mutants, you did not."

Anakin and Obi-Wan shifted uncomfortably. "Well, we want to be with Serena and Padme, and since mutants are allowed to marry, we wish to become mutants," Obi-Wan said uncertainly.

Yoda surprisingly smiled. "A good idea, that is," he nodded. "The right thing, you did, young Skywalker. Ready for the trials, you are." Anakin beamed, quite proud of himself.

**A SHORT WHILE LATER**

After they had left, a dark figure crept through the former lightsaber dueling place, knelt down in front of the deceased Count, and took something thin and small from out of the Count's belt. The figure then glanced around and darted out hurriedly, zooming away on a small ship.

**BACK ON CORUSCANT: COUNCIL CHAMBERS**

When they were all back on Coruscant, Padme, Anakin, Obi-Wan, and Serena stood in front of the Jedi Council.

"Promoted you are, to the rank of Jedi Knight," Yoda said to Anakin, making Obi-Wan smile broadly.

Anakin bowed. "Thank you, masters," he replied. "I take full responsibility for this task. I will not let you down."

The Council nodded, and Obi-Wan spoke up. "Masters, Anakin, Padme, and I have made the decision to become mutants." He glanced at Serena, who looked at him with a hopeful smile. The Council was silent, and Mace looked at Yoda, and back to Obi-Wan.

"You do realize the dangers of this process, Obi-Wan?" he said. "The Professor warned us of the possible outcome."

Obi-Wan nodded firmly. "We all are willing to take the risk, Master," he answered, "but I feel that it is the right thing to do."

"Whatever possessed you three to want to do this?" Ki-Adi-Mundi spoke up curiously, raising an eyebrow.

Obi-Wan sighed. "Because Serena and I, and Padme and Anakin are in love," he boldly replied, looking Mundi right in the eye. The council gasped at this statement, and whispered amongst themselves.

"Agree with them, I do," Yoda suddenly put in, much to Mace's surprise.

"But Master Yoda, attachment is forbidden for a Jedi," Mundi argued.

Serena rolled her eyes. "That's why they want to become mutants," she replied. _Duh..._

"The Council has decided that you three can become mutants," Mace finally answered, making all four of them beam with happiness. "However, I think that you should keep your relationships and your mutations a secret for the present. We do not want every single Jedi that comes along that asks to be a mutant gets to be one."

They nodded and bowed. "Thank you, Masters," Serena said gratefully.

"Just out of curiosity, where will you live, Senator?" Mace asked. "Are you going to be living with the other mutants, on Naboo, or here on Coruscant?"

Padme looked at Anakin. "I'm going to be living on Dantooine with the other mutants," she replied, "But I'll have to have a residence here on Coruscant, when the Senate needs me."

The Council agreed with this. "But you'll also have to become a Jedi," Mundi added. "And you're not Force sensitive."

"When you become a mutant, you become Force sensitive," Serena put in, tired of his accusations, "So there's no worry about that." The four of them left the room.

**LATER THAT DAY**

Back in the Council chambers, the beautiful temple basked in the red glow of the setting sun. Obi-Wan stood in the empty chambers, next to Windu and Anakin. Yoda still sat in his chair.

"Do you believe what Count Dooku said about Sidious controlling the Senate?" Obi-Wan asked Windu. "It doesn't feel right."

"Becoming unreliable, Dooku was," Yoda said. "Joined the dark side. Lies, deceit, creating mistrust were his ways."

Mace nodded. "Nevertheless, I feel we should keep a closer eye on the Senate," he said.

"I agree," Anakin put in.

Obi-Wan looked out the window. "I have to admit, without the clones and mutants, it would not have been a victory," he said.

"Victory?" Yoda said. "Victory, you say?"

Obi-Wan turned and looked at the sad little Jedi sitting in the Council Chamber. "Master Obi-Wan, not victory. The shroud of the dark side has fallen. Begun, the Clone War has!" Yoda frowned.

**CORUSCANT EVENING**

Palpatine, Bail Organa with his dignitaries, and Mas Amedda, stood looking down at the square below, where tens of thousands of clone troopers were drawn up in strict formation or moved forward in neat files to climb the ramps of the Military Assault Ships.

On the balcony, Palpatine's expression was deeply sad. Everyone watched somberly as, in the square, loaded Assault Ships took off, while others landed immediately in their place. The sky above was thick with transports, and clone troops marched and boarded the Ships. The clone war had begun.

However, no one saw Palpatine's slow smirk appear on his face.

**THE PLANET OF DANTOOINE**

Meanwhile, on Dantooine, three people stood in front of a large machine that had another person sitting on the seat on top of it. The two attached thin metal plates spun around and around, so fast that it created a sudden glow in the dark night, and the glow spread out and surrounded the three people. After a few minutes of this, the plates slowed to a stop, and the glow disappeared. The person sitting on the machine slowly took a haggard breath in and made her way down to the three people, who stood stock still. She smiled, and they returned the gesture.

"Welcome to Xavier's School for the Gifted," she said. The four people went inside the school and quietly shut the door behind them, ready to begin another part of their life.

THE END

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(Sniffles) On second thought, I might do the sequel sooner. I still love these characters! Don't forget to leave a review!  



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